GSIS will not block MPIC tender offer, delisting

GSIS intends to remain a shareholder even if MPIC is delisted


The Government Service Insurance System (GSIS) assured that it will not be standing in the way of the planned voluntary delisting of Metro Pacific Investments Corporation (MPIC) as it intends to remain a shareholder of the conglomerate even if it is delisted.

In a disclosure, MPIC said it was furnished a copy from the GSIS to the Philippine Stock Exchange (PSE) where the pension fund stated that it understands that since it owns more than 10 percent of the outstanding common shares of MPIC, pursuant to the Rule on Minimum Public Ownership, its shares in MPIC are now considered as non-public shares. 

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The GSIS also said that it is aware that a Petition for Voluntary Delisting of MPIC has been filed with the PSE and that it intends to remain a shareholder of MPIC after the completion of the voluntary delisting.

In a previous disclosure to the PSE, MPIC said it received a letter from GSIS dated Sept. 4, 2023 informing MPIC that during the period from Aug. 23, 2023 to Sept. 4, 2023, GSIS purchased 2.49 billion common shares of MPIC. 

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GSIS President and General Manager Jose Arnulfo "Wick" Veloso

“GSIS also mentioned that as a result of these purchases, GSIS owns (3.44 billion) common shares which represents approximately 11.98 percent of the total outstanding common shares of MPIC,” the firm added.

With the significant stake in MPIC, the GSIS now has the option of getting one seat in the conglomerate’s 15-man Board of Directors.

Stock market sources had said that the GSIS’ 11.98 percent stake is still considered part of the public float as shares held by funds, including government financial institutions such as the GSIS and Social Security System, are exempted from being considered non-public shares.

MPIC is planning a voluntary delisting from the PSE after the conclusion of a management-led consortium tender offer for MPIC’s public shares at P5.20 per share.

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MPIC Chairman Manuel V. Pangilinan

The consortium making the tender offer is composed of shareholders First Pacific Company Limited and GT Capital Holdings, Inc. together with strategic investor Mitsui & Co., Ltd. and a management investment group (MIG) led by MPIC Chairman Manuel V. Pangilinan.

Under the tender offer, the bidders would spend up to approximately P54.8 billion for the remaining shares held by the minority shareholders of MPIC. The tender offer values MPIC at P149.2 billion in equity value.

“To comply with the voluntary delisting rules, a PSE-accredited IFA was appointed by the Bidders and produced a report with a valuation range of P3.37 to P5.10 pesos per MPIC common share,” the disclosure said. 

To comply with the voluntary delisting requirements of the PSE, the common shares to be tendered in the tender offer, together with the common shares owned by the Bidders and the qualifying common shares of MPIC’s directors, should constitute at least 95 percent of the total outstanding common capital stock of MPIC, or such percentage as the PSE may allow, to effect the voluntary delisting of MPIC from the PSE.

Considering the bidders’ intention to delist MPIC from the PSE, they will not accept any tendered shares unless the threshold for a voluntary delisting is achieved.