The Consunji Group is considering the sale of a small stake in Cemex Holdings Philippines (CHP) to ensure that the trading if its shares is not suspended and the stock will not be delisted if its public float falls below the minimum 10 percent after its tender offer.
The group expects to complete the process of acquiring 89.86 percent of CHP by end-November after recently securing the greenlight from the Philippine Competition Commission for the $305.6 million deal.
Once the acquisition is completed, the group will have to undertake a mandatory tender offer for the remaining CHP shares held by minority stockholders and, if shares amounting to just over 0.14 percent are tendered,
CHP’s public float will fall below the 10 percent required by the Philippine Stock Exchange for continued listing.
In an interview, DMCI Chief Finance Officer and incoming CHP President Herbert M. Consunji said the Consunjis’ private holding firm Dacon Corporation is committed to buy all the minority shares tendered, even it will be more than 0.14 percent.
However, he noted that they will not allow CHP to be delisted as there are many advantages in being a public corporation including access to fresh capital from the equities market.
“Dacon will sell a small stake in CHP so that it will remain compliant with the minimum public ownership requirement of the PSE. We will find a buyer. Anyway, we still have six months after completion of the sale to do the tender offer,” Consunji explained.
He added that, the next step after the PCC approval is obtaining the fairness opinion for the acquisition which will also determine if the tender offer price for the public shares will also be fair.
“At least we now have the PCC approval. We are now waiting for the fairness opinion by PwC Philippines (Isla Lipana & Co.),” said Consunji.
Meanwhile, the Consunji family’s privately-held holding company Dacon Corporation is infusing P10 billion into DMCI Holdings Inc. via a private placement of convertible Class B preferred shares to fund the acquisition of the majority stake in Cemex Holdings Philippines Inc. (CHP).
DMCI said it will issue 10 million Class B preferred shares to Dacon at the issue price of P1,000 per share payable in one lump sum or in installments.
It noted that, full payment must be made not later than the closing date for the purchase of shares in Cemex Asian South East Corporation which owns the Cemex Philippines shares.
Prior to this, DMCI’s board of directors have approved, subject to stockholders’ approval, the amendment of the firm’s Articles of Incorporation to reclassify 10 million Preferred Shares into Class B Preferred Shares.
These shares will have a par value of P1.00 per share and a dividend rate fixed at four percent of the issue value per year, to be paid out on a quarterly basis (or one percent of issue value per quarter.
The term is perpetual unless redeemed at the sole option of DMCI Holdings at issue price. The option to redeem may be exercised in one or more installments beginning on the fifth anniversary of the issuance of Class B Preferred Shares, and every quarter after the fifth anniversary.
The Class B Preferred shareholder shall be given the option to convert the shares into common shares at the conversion price which shall be set at a 30 percent premium over the volume weighted average price of the common share over the 30 trading days immediately preceding the conversion date.
All these are subject to the approval of the Securities and Exchange Commission as well as by the shareholders of DMCI during a special stockholders’ meeting on October 15, 2024. The Record Date for the SSM was set for September 6, 2024.