Cement maker Holcim Philippines is seeking to voluntarily delist its shares from the Philippine Stock Exchange (PSE) by Nov. 27, 2023 after two rounds of tender offers by Holderfin, B.V. has reduced its public float to just 1.42 percent which would lead to its forced delisting.
“The Board of Directors and stockholders of the Company approved the voluntary delisting of the Company from the Main Board of the PSE on June 29, 2023 and September 22, 2023, respectively,” Holcim said in a disclosure to the PSE.
It added that, “the Company believes that it has satisfied all the conditions in PSE Memorandum CN No. 2020- 0104, the amended Voluntary Delisting Rules (the Delisting Rules), to delist its Common Shares from the Main Board of the PSE.”
On June 29 this year, Holderfin purchased from Sumitomo Osaka Cement Co. Ltd. 594,952,725 common shares of Holcim Philippines representing 9.22 percent of the company’s issued and outstanding capital stock—reducing the company’s public float to 5.05 percent—below the minimum public float requirement of 10 percent.
Given this, Holderfin, one of the company’s major shareholders, initiated a voluntary tender offer proceedings for purposes of delisting the company’s shares from the PSE.
On July 10 to Aug. 30, the first tranche of the voluntary tender offer was conducted by Holderfin. Following the close of the Tender Offer Period, 233.8 million Common Shares, representing approximately 3.62 percent of the company’s issued and outstanding Common Shares, were tendered pursuant to the Tender Offer and were purchased by the Bidder on the Execution Date.
As of Sept. 6, the total ownership of Holderfin along with two of its affiliates, Union Cement Holdings Corporation and Cemco Holdings, Inc. has reached 6.36 billion Common Shares, representing approximately 98.58 percent of Holcim's issued and outstanding Common shares.
Consequently, the PSE imposed a trading suspension of Holcim’s Common Shares on June 29 for falling below the minimum public float requirement.
The company has informed Holderfin that, due to prevailing market and other conditions, it will be unable to increase the required MPO within a reasonable period of time. If the Company is unable to comply with the MPO, it may face involuntary delisting procedures under the PSE’s rules.
To avoid such involuntary delisting proceedings against the Company, Holderfin conducted a tender offer of the remaining shares in the Company preparatory to the Company’s voluntary delisting.