Holderfin B.V. has acquired 3.62 percent more of the outstanding shares of Holcim Philippines Inc. worth P1.25 billion from the first round of its tender offer to bring down the cement firm’s public float to just 1.43 percent.
In a disclosure to the Philippine Stock Exchange (PSE), Holcim Philippines said that following the close of the Tender Offer Period, 233.81 million of its common shares were tendered and were purchased by Holderfin on Sept. 6, 2023.
The shares were bought at P5.33 per share and 75 percent of the amount has been paid on Sept. 13, 2023 while the balance of 25 percent is held in escrow by and will be paid within five calendar days from delivery to the Bidder of the original and valid CAR from the relevant Revenue District Office of the Bureau of Internal Revenue authorizing the transfer of the Tendered Shares from the Tendering Shareholder to the Bidder.
Meanwhile, Holderfin said it will conduct a second tender offer for the remaining 1.43 percent of the outstanding shares of Holcim Philippines held by minority shareholders as directed by the Securities and Exchange Commission (SEC).
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.
The P1.74 billion tender offer by Holderfin for the 5.05 percent stake in Holcim Philippines held by the public is subject to additional taxes to be paid by the selling shareholders 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.