MPIC all set for delisting after P28.4-B tender offer
First Pacific, Mitsui, Pangilinan to split shares proportionately
At A Glance
- Tender offer mops up 19.04% of MPIC shares.
- Public float to drop to 2.78%.
- First Pacific, Mitsui, Pangilinan to divide 5.46 billion tendered MPIC shares proportionately.
Metro Pacific Investments Corporation (MPIC) is now all set for delisting following the high acceptance rate of the management-led tender offer, which mopped up P28.42 billion worth of the firm’s free float shares.
In a disclosure to the Philippine Stock Exchange (PSE), GT Capital Holdings Inc. said that, after the tender offer, the non-public shares of MPIC will amount to 97.22 percent of its outstanding capital.
The bidders in the tender offer are First Pacific Company Limited through its affiliate, Metro Pacific Holdings, Inc., GT Capital, a Consortium including Mitsui & Co., Ltd., and MIG Holdings Incorporated of MPIC Chairman Manuel V. Pangilinan.
The group announced that, based on the report from the Tender Offer agent, a total of 5.46 billion shares of MPIC have been tendered equivalent to 19.04 percent of MPIC’s total issued and outstanding listed shares.
Together with the shareholding of the Bidders, qualifying common shares of members of the MPIC board of directors and other non-public shares, this is equivalent to 97.22 percent of MPIC’s total issued and outstanding listed shares.
“Considering these results, when the tendered shares are accepted and crossed, the Bidders expect MPIC’s public float to fall below 10 percent and pave the way for MPIC’s voluntary delisting, in accordance with voluntary delisting procedures of the (PSE),” GT Capital said.
In an interview at the sidelines of the Mining Philippines 2023 International Exhibition and Conference, Pangilinan said the 19.04 percent will be divided proportionately between MPHI, MIG Holdings, and Mitsui.
“Proportionately, I just came from Tokyo, the agreement with them (Mitsui) is proportionate division because the public float was reduced after the GSIS (Government Service Insurance System) bought (from the market) And GT Capital joined them. So both are already satisfied. What is left is 19 percent roughly and that will be split between First Pacific, the management group, and Mitsui,” explained Pangilinan.
The GSIS executed its surprise move of scooping up MPIC’s shares from the open market during the tender offer and was able to acquire these shares below the tender offer price of P5.20 per share.
Prior to this move, MPHI had planned to increase its stake in MPIC by as much as 3.8 percent while GT Capital would increase its stake to 20 percent by buying 2.9 percent.
Mitsui’s Mit-Pacific planned to buy up to 20 percent of MPIC as a new strategic investor while the Pangilinan firm would buy up to 10 percent.
Meanwhile, Pangilinan said the GSIS is now entitled to a board seat after MPIC’s delisting.
While the GSIS has not yet indicated who will represent it in MPIC’s 15-man board, Pangilinan said he expects it to be GSIS President and General Manager Jose Arnulfo “Wick” Veloso who is a veteran investment banker.
The tender offer had earlier been extended by eight working days to Sept. 19, 2023. The Cross Date of the Tendered Shares will be on Sept. 26, 2023 and the Settlement Date will be on Sept. 28, 2023.
On the Cross Date, MPIC’s public float is expected to fall to 2.78 percent. Prior to the tender offer, MPIC had two major shareholders, First Pacific affiliate MPHI at 46.1 percent and GT Capital at 17.1 percent, followed by investment funds and retail investors.