Holderfin B.V. will conduct a second tender offer for the remaining shares of Holcim Philippines Inc. held by minority shareholders as directed by the Securities and Exchange Commission (SEC).

In a disclosure to the Philippine Stock Exchange (PSE), Holcim said the SEC had directed Holderfin to conduct a second tender offer by Sept. 28, 2023 “without prejudice to the consummation and payment for the tender offer concluded during the first round.”

“The Company was informed that Holderfin intends to conduct the Second Tranche on the same terms and conditions as the tender offer which opened on July 10, 2023 and ended on August 30, 2023,” Holcim said.

However, despite being specified in the SEC order, Holderfin has sought clarification on whether the conduct of the Second Tranche is without prejudice to the consummation and payment for the shares tendered in the First Tranche and the conduct of the Shareholders’ meeting scheduled on 22 September 2023.”

“Disclosures on these clarifications and the specific terms and conditions of the Second Tranche will be made in due course,” Holcim said.

The P1.74 billion tender offer by Holderfin B.V. for the remaining 5.05 percent stake in Holcim Philippines held by the public is subject to additional taxes as the company’s stock has been suspended from trading by the PSE.

Holderfin had offered to acquire 325.58 million Holcim Philippines shares from minority shareholders at P5.33 per share with the aim of delisting the stock from the PSE. 

PSE implemented a trading suspension on Holcim shares last June 29, after the Company’s public float fell below the minimum public ownership (MPO) requirement of 10 percent. 

The breach in the MPO requirement happened following Holderfin B.V.’s (Holderfin) purchase of 9.22 percent of HLCM’s outstanding capital stock from Sumitomo Osaka Cement Co., Ltd. Following the transaction, Holcim’s public float went down to 5.05 percent.

“Since trading in HLCM shares is presently suspended, the sale of the tendered shares will be subject to capital gains tax (CGT) and documentary stamp tax (DST) instead of the standard stock transaction tax (STT),” said the PSE. 

It noted that, “this tax treatment is EXPRESSLY provided for in Bureau of Internal Revenue (BIR) Regulation No. 16-2012 (RR 16-2012) that requires every sale, barter, exchange or other disposition of shares of stock of a publicly listed company which is non-compliant with the MPO to be subject to CGT and DST.”

Aside from the applicable tax rate, the PSE said the shareholders have to facilitate all the documentary requirements, including the relevant tax clearance from the BIR, needed to transfer shares sold outside of the Exchange.