State-run Land Bank of the Philippines (Landbank) has agreed to sell its 2.15-percent stake in Philippine Dealing System Holdings Corp. (PDSHC) to the Philippine Stock Exchange (PSE), allowing the bourse to increase its stake to 80.48 percent.
The PSE disclosed that it has entered into a share purchase agreement (SPA) with Landbank for the sale of its 134,372 common shares of stock in PDSHC worth ₱80.62 million.
As of last February, the PSE said it still needed to secure 21.67 percent of PDSHC—which owns the fixed-income exchange—to gain full ownership.
The PSE said then that with its existing 20.98-percent equity interest in PDSHC and the closing of transactions with some shareholders, it would end up with only 78.33-percent ownership of PDSHC, as some shareholders opted not to accept the PSE’s offer.
Those who accepted the PSE’s purchase offer are led by the Bankers Association of the Philippines (BAP) and some of its member banks, Singapore Exchange Ltd., Whistler Technologies Services Inc., San Miguel Corp. (SMC), Golden Astra Capital Inc., Financial Executives Institute of the Philippines (FINEX) Foundation, Investment House Association of the Philippines (IHAP), Mizuho Bank, and AIA Philippines Life and General Insurance Co.
The PSE will acquire from these shareholders a total of 3.61 million PDSHC shares at ₱600 per share, for a total of ₱2.16 billion, equivalent to a 57.71-percent stake in the company.
As of Feb. 24, 2025, BAP, together with some of its member banks, fulfilled the closing conditions for the acquisition of an additional 1.17 million common shares of PDSHC, representing 18.8 percent of the issued and outstanding shares of the company, pursuant to the SPA executed on Jan. 28, 2025.
Included in this figure are the 28,792 common shares in PDSHC held by one of BAP’s member banks, which subsequently acceded to the terms of the SPA through a deed of accession.
“On the other hand, two of BAP’s member banks have not yet fulfilled the closing conditions,” the PSE said.
Last January, the PSE disclosed that BAP and its members are selling a smaller stake in PDSHC than the amount earlier targeted.
The PSE said it has entered into a SPA with BAP, for itself and on behalf of BAP Data Exchange Inc. and certain member banks.
Under the SPA, the PSE agreed to purchase, and BAP agreed to sell, 1.16 million common shares of PDSHC, equivalent to 18.62 percent of the company’s total issued and outstanding shares.
On Dec. 26, 2024, the PSE said it signed a term sheet with the group for the purchase of up to 1.8 million common shares of PDSHC, equivalent to 28.8335 percent of the total issued and outstanding shares of the company.
A term sheet is a non-binding document that provides a high-level overview of the key terms of a potential deal—such as valuation, investment size, and ownership percentage—while an SPA is a binding agreement that contains all aspects of the transaction and becomes enforceable once signed.