SMC pioneers share swap, lists ₱49-billion preferred shares to fund mega-projects
Infrastructure and manufacturing giant San Miguel Corp. (SMC) listed ₱48.86 billion in preferred shares at the Philippine Stock Exchange following the successful completion of its pioneering preferred share exchange offer and public offering.
SMC’s ₱18.86 billion exchange offer covered its Series 2-P, 2-Q, and 2-R preferred shares, allowing holders of its Series 2-J and 2-K shares to swap their investments on a one-for-one basis instead of waiting for redemption.
The move introduces greater flexibility and liquidity for investors, an innovation in local capital markets that has traditionally been limited to straightforward redemptions.
A total of 251.47 million shares were tendered under the exchange offer, comprising 173.76 million Series 2-J and 77.71 million Series 2-K shares.
The remaining 92.91 million Series 2-J and 106.19 million Series 2-K shares will be redeemed on Oct. 29 and Dec. 10, 2025, respectively.
At the same time, SMC launched ₱30 billion public offer of preferred shares—Series 2-S, 2-T, and 2-U—consisting of a ₱20 billion base offer and a ₱10 billion oversubscription option, priced at ₱75 per share, which was fully subscribed.
SMC said the twin offerings are part of its broader strategy to align capital structure with long-term value creation and to give investors more avenues to participate in its growth.
The conglomerate is using proceeds of the preferred share offering to refinance at least ₱16.75 billion in short-term debt, as well as for investments in its airports and tollways businesses.
Based on the prospectus, SMC offered 266.67 million Series “2” Preferred Shares with an oversubscription option of 133.33 million Series “2” Preferred Shares.
The offering represents the second tranche of SMC’s shelf-registered 866.67 million cumulative, non-voting, non-participating, non-convertible, redeemable, re-issuable Philippine Peso-denominated, perpetual Series 2 Preferred Shares worth up to ₱65 billion.
According to the prospectus, proceeds will be used to refinance existing short-term loans amounting to ₱16.75 billion, which will be used to redeem the Series 2-F Preferred Shares.
The balance of the proceeds will be used to partially redeem SMC’s Series 2-J Preferred Shares and the Series 2-K Preferred Shares, or to make additional investments in SMC’s infrastructure business, including the Manila International Airport and other airport-related projects in Bulacan, and its tollways projects.
“Any shortfall from the net proceeds of the Offer allotted to any of the foregoing will be financed from the Company’s internally generated funds,” SMC said.