Themis Group Corporation is planning to start its ₱285 million mandatory tender offer for the minority shares of Ferronoux Holdings Inc. next week after acquiring a controlling stake in Ferronoux for use as a backdoor-listing vehicle.
In a disclosure to the Philippine Stock Exchange, Ferronoux said Themis will conduct a tender offer for up to 128.29 million common shares of Ferronoux at the tender offer price of ₱2.22 per share. The tender offer period will commence on March 19, 2025, and end on April 21, 2025.
Ferronoux shares last traded at ₱7.20 per share today, March 13, 2025, prior to the announcement of the tender offer price in a disclosure posted on the PSE website after trading closed for the day.
Before this, Themis had subscribed to Ferronoux shares at just the par value of one peso per share, but their property-for-share swap has been priced at ₱4.70 per share.
Ferronoux said it also plans to conduct a follow-on offering, as required by the PSE’s backdoor listing rules, within one year after the completion of the property-for-share swap with Eagle 1 of Themis.
Themis is subscribing to Ferronoux shares in exchange for a ₱4.31 billion prime property beside Okada Manila.
Ferronoux announced that it will raise its authorized capital stock to ₱2.5 billion from ₱550 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 ₱1.00 per share or a total amount of ₱240 million to be paid in cash or in property.
In the property-for-share swap, Ferronoux will also issue 918 million common shares at ₱4.70 per share or a total amount of ₱4.31 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.