Themis Group Corporation is taking over control of Ferronoux Holdings Inc. from tycoon Michael Consiquien in a backdoor listing move via an additional subscription of shares and a swap for a P4.31 billion prime property beside Okada Manila.
In a disclosure to the Philippine Stock Exchange, Ferronoux announced that it will raise its authorized capital stock to P2.5 billion from P550 million with a par value of one peso per share to issue 1.458 billion new shares.
The issuance is equivalent to 74.39 percent of the firm’s expanded capital (once approved by the Securities and Exchange Commission). It currently has an outstanding capital of only 261 million shares.
Including the earlier Themis subscription to 240 million Ferronoux shares from its existing capital stock, the firm will be issuing a total of 1.7 billion shares, amounting to 86.63 percent of its expanded capital.
Ferronoux said Themis is subscribing to an additional 240 million common shares be issued from the increase in capital stock at a par value of P1.00 per share or a total amount of P240 million to be paid in cash or in property.
In a property-for-share swap, Ferronoux will also issue 918 million common shares at P4.70 per share or a total amount of P4.31 billion out of an increase in the capital stock by the Company, in exchange for three parcels of land owned by Eagle 1 Landholdings Inc.
Eagle 1 lists Abel M. Almario as its director and vice president and Philipe T. Aquino as corporate secretary. Both lawyers were elected as directors of Ferronoux after the first 240 million share subscription by Themis.
The property is situated in Brgy. Tambo, Parañaque, with a total area of 94,144 square meters adjacent to the Okada Integrated Casino Resort. A portion of the property is being used to house the support facilities of the Okada casino complex but will eventually be vacated once construction of the master-planned development commences.
Ferronoux and Eagle 1 intend to jointly develop the property to realize its full potential value through the Company’s resources, including, but not limited to, the ability to raise funds from the public.
The firm is also issuing, via private placement, 300 million shares out of the increase in capital stock (15.3 percent of expanded capital) to comply with the minimum public ownership requirement considering the additional subscription of Themis and the property for share swap with Eagle 1 which will reduce the public float of the company’s stock.
The final terms and conditions for the private placement, including the price of the subscriptions, is yet to be determined, Ferronoux said.
The PSE has indefinitely suspended the trading of Ferronoux shares because the property-for-share swap with Eagle 1 is covered by its Revised Rules on Backdoor Listing since it will result in a change of control of Ferronoux and a substantial change in Ferronoux’s business.
Meanwhile, the PSE said the additional issuance of 240 million shares to Themis is covered by its Rule on Additional Listing of Securities which requires that the stockholders of the Company must approve the transaction.
“Further, for related party transactions, the Exchange, as a general rule, shall not permit the listing of shares subscribed by related parties unless a right or public offering is first undertaken,” the bourse added.
As a result of these transactions, two more lawyers, Rex Peter G. Raz, and Omar C. Taccad, are joining the Ferronoux board of directors to replace directors Irving C. Cosiquien and Alfredo S. Jacinto.
Manuel Z. Gonzalez will also be replaced by Phil Ivan A. Chan as corporate secretary while Gwyneth S. Ong has also resigned as assistant corporate secretary although no replacement has been named yet.