Keppel Philippines Holdings Inc. (KPHI), a subsidiary of Keppel Corporation Ltd. of Singapore, is seeking to voluntary delist its shares from the Philippine Stock Exchange (PSE) after a ₱268.63 million tender offer is conducted to acquire minority-held shares.
In light of the planned tender offer and voluntary delisting, the PSE has approved KPHI’s request for a three-day suspension, on Feb. 21 to 24, 2025, in the trading of its shares to allow the disclosure to be disseminated to the investing public, including shareholders in different time zones, who may learn about the disclosures at a later time.
The trading suspension may also give trading participants and the investing public time to study KPHI’s recent disclosures before transacting the company's common shares.
KPHI said it received a letter from Kepwealth Inc. on Feb. 20, requesting the company to obtain relevant approvals for its voluntary delisting from the PSE.
Kepwealth also notified KPHI of its intention to make a tender offer for all of the company’s outstanding common shares (stock symbols: KPH and KPHB) owned by other shareholders, besides those owned by members of its board of directors with respect to their qualifying common shares.
KPHI said Kepwealth intends to conduct the tender offer at ₱27.40 per share, totaling about ₱268.63 million, based on its outstanding capital of 57.23 million shares and a free-float level of 17.13 percent.
At a special meeting held by KPHI's board of directors on Feb. 20, all members of the board, including all of its three independent directors, approved the company’s filing of an application for its voluntary delisting from the PSE.
This hinges on company stockholders’ approval of the voluntary delisting, Kepwealth’s completion of its tender offer, and Kepwealth owning—upon completion of the tender offer, and together with its then existing stockholdings—a total of at least 95 percent of KPHI’s issued and outstanding common shares, or such percentage that the PSE may allow to effect its voluntary delisting.
KPHI has scheduled the holding of a special stockholders’ meeting on April 24, 2025, with record date of March 24, 2025, to submit for its stockholders’ approval the filing of an application for the voluntary delisting and other matters which may be included in the agenda.
"Some may see this delisting as another reflection of the state of our stock market but we think it is commendable for the Keppel Group to take this route as the best move for its public shareholders," said Chinabank Capital Corporation Juan Paolo Colet.
He added that, "KPH stock has been trading at a steep discount to its net asset value for years. The delisting finally gives minority shareholders a very good opportunity to exit. It is a testament to the Keppel Group's high standard of corporate governance that they made sure to treat their minority shareholders fairly by offering a generous tender offer price."
KPHI was incorporated in July 1975, under its former name Keppel Philippines Shipyard Inc., as a subsidiary of Keppel Corporation Ltd. of Singapore to carry out ship repair and shipbuilding activities in the Philippines. It was listed in the Makati and Manila Stock Exchanges in 1987.
In 1993, it was converted into an investment holding company under its current name of KPHI and has two core businesses, namely: investment holdings and real estate.
KPHI owns 100 percent of KPSI Property Inc., which leases out office spaces in Makati City; and 51 percent of Goodwealth Realty Development Corp., which owns and leases parcels of land in Batangas City.
It also effectively owns 13 percent of Consort Land Inc., which is registered with the Philippine Economic Zone Authority (PEZA) as an ecozone developer and operator of the Subic Shipyard-Special Economic Zone and power distributor to its locators.