Despite sealing deals to acquire the stakes of its fellow shareholders in the Philippine Dealing System Holdings Corporation (PDSHC), the Philippine Stock Exchange (PSE) will still be more than 20 percent shy of its target of full ownership of the fixed-income bourse owner.

In a disclosure, the PSE said that with its existing 20.98 percent equity interest in PDSHC and the closing of the transactions, some shareholders will end up with only 78.33 percent ownership of PDSHC, as some shareholders have 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 and some member-banks, Singapore Exchange Limited, Whistler Technologies Services Inc., San Miguel Corporation, Golden Astra Capital Inc., FINEX Foundation, Investment House Association of the Philippines, Mizuho Bank, and AIA Philippines Life and General Insurance Company.

The PSE will be acquiring 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 company’s acquisition of an additional 1.17 million common shares of BAP, representing 18.8 percent of the issued and outstanding shares of PDSHC pursuant to the share purchase agreement (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,” said the PSE.

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 that it has entered into an 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 stock of PDSHC, equivalent to 18.62 percent of the total issued and outstanding stock of PDSHC.

Last Dec. 26, the PSE said it signed a term sheet with the group for the purchase and of up to 1.8 million common shares of stock of PDSHC, equivalent to 28.8335 percent of the total issued and outstanding stock of PDSHC.

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 but the parties can still negotiate and change the terms, while an SPA is complete with all aspects of the transaction and enforceable once signed.