The Securities and Exchange Commission has approved the merger of Uniholdings Inc. (formerly Chemical Industries of the Philippines Inc.) with six companies and its capital increase to pave the way of the backdoor listing of the Unioil group’s real estate firms.
Unioil Group gets approval for backdoor listing of real estate units
At the company’s Annual Stockholders’ Meeting held in September 21, 2023, stockholders of Uniholdings approved the proposed merger of UNH with Unioil Group Inc., Addventure Properties Inc., Citiworld Properties and Development Corporation, Exquadra Inc., Quantumlink Realty Corp., Buklod Realty Corporation, and Rivertanks Inc.
On September 19, 2024, the Stockholders of the Company approved the exclusion of Unioil Group Inc. which was previously included in the Merger.
In exchange for the net assets value of the Absorbed Corporations and the canceled shares of stock of the Absorbed Corporations’ stockholders, an aggregate of 64.415 million UNH shares will be issued out of the increase of capital of UNH.
UNH common shares will be issued to the stockholders of the Absorbed Corporations using the book-to-book exchange ratio as of December 31, 2023 to be distributed to the Absorbed Corporations’ shareholders in proportion to their ownership percentage.
Among the common shareholders of the firms to be merged are Janice Eunicia C. Roxas-Chua, Angeline L. Co, Geminesse L. Co, Sally L. Co, Eugenius Kevin L. Co, and Ray Anthony Roxas-Chua.
“In line with the strategic direction for (the company) to become an investment holding company and considering that the Constituent Companies own, hold, and manage various assets for the same ultimate beneficial owners and are part of one group, it is deemed advisable to merge the (seven) companies, in order to achieve greater efficiency and economy in management and operations,” Uniholdings said.
Unioil, an investment company, is an indirect shareholder of Uniholdings while real estate firm Addventure has a stake in Uniholdings through Citiworld and their common directors and officers.
Real estate firms Citiworld, Exquadra, and Quantumlink each own 12.78 percent of Uniholdings and also has certain common directors and officers, while property firms Buklod and Rivertanks have the same controlling shareholders and certain common directors and officers with Uniholdings.