Sy-led top lender BDO Unibank Inc. has sold a controlling 70-percent interest in publicly listed Dominion Holdings Inc. (DHI) to Monte Sur Equity Holdings Inc. for ₱2.54 billion, ending up as a minority shareholder with an 18.54-percent stake.

BDO disclosed to the Philippine Stock Exchange (PSE) that Monte Sur is a related party to certain shareholders of the bank but did not elaborate.

Because of this material transaction, the PSE approved DHI’s request for a voluntary suspension of its shares until 9 a.m. on Wednesday, Jan. 21, to give the investing public equal access and time to digest the information.

BDO said it signed a share purchase agreement (SPA) with Monte Sur for the sale of 1.51 billion DHI shares owned by BDO, translating to 70 percent of DHI at ₱1.68 per share.

The price is equivalent to the net asset value (NAV) of DHI estimated at ₱3.42 billion, as reflected in the closing accounts, plus a premium of ₱200 million agreed upon by the parties since it is a controlling stake.

“The disposition of DHI is aligned with the BDO Group’s continuing policy of streamlining its organizational structure following the conversion of DHI into an investment holding company,” the bank said.

Since there is a transfer of control of DHI, the closing of the transaction is subject to the conduct of a mandatory tender offer by Monte Sur in accordance with the Securities Regulation Code (SRC).

DHI, formerly BDO Leasing and Finance Inc. (BLFI), was 88.54-percent owned by BDO. Its primary purpose is to hold or own real estate properties, securities, shares of stock, and other assets of other companies, and to engage in investment and business activities involving these assets.

The change in corporate name from BLFI to DHI and the amendment of its articles of incorporation (AOI) and bylaws were approved by the Securities and Exchange Commission (SEC) on July 18, 2022, and are in line with the strategic direction of its principal shareholder, BDO, to convert BLFI into a holding company.

As an investment holding company, DHI will have more flexibility in pursuing business opportunities that will enhance shareholder value for all shareholders.

Prior to this, BLFI had already ceased to operate as a leasing and financing company and completed the assignment and transfer of its leasing and financing business to an affiliate, BDO Finance Corp., on Oct. 19, 2020.

BDO Finance was established to offer customers continued access to lease products and services and likewise assumed the lease transactions booked in BLFI to ensure continuity of service to the latter’s existing clients.

On July 5, 2022, BLFI filed with the SEC a letter surrendering its certificate of authority to operate as a financing company.