Coal Asia to rebrand as Tubig Pilipinas in ₱6.6-billion water pivot
Coal Asia Holdings Inc. is seeking to more than double its capital to facilitate a ₱6.64 billion share swap, a move that will allow Tubig Pilipinas Group Inc. to go public through a backdoor listing.
In regulatory filings with the Philippine Stock Exchange, Coal Asia said the miner plans to increase its authorized capital stock by 160 percent to ₱13 billion from ₱5 billion.
Coal Asia said the expansion is part of a broader corporate overhaul that includes a name change to Tubig Pilipinas Holdings Inc. and a pivot from mining to the water utility sector.
Under the proposed transaction, Coal Asia will issue new shares to Pure Water Corp. and Quadwater Corp. in exchange for their holdings in Tubig Pilipinas. The swap will give Coal Asia an approximately 84.99 percent stake in the water firm, though the final valuation remains subject to definitive qualifiers and adjustments.
The deal follows a share purchase agreement involving a group of selling shareholders, including Dexter Y. Tiu and Eric Peter Y. Roxas, who agreed to sell 28.67 billion common shares of Coal Asia—representing about 71.68 percen of the company—to Pure Energy Holdings Corp. and its subsidiaries.
To complete the transition, Coal Asia will divest its interest in Titan Mining Energy Corp., effectively exiting its original coal business to focus entirely on its new mandate.
The company’s amended articles of incorporation will now include the power to hold entities engaged in water distribution, bulk water supply, septage, and sewage services.
These changes are intended to align the corporate structure with the operational goals of Tubig Pilipinas, which has been expanding its footprint in provincial water systems across the Philippines.
The PSE has classified the transaction as a backdoor listing, citing the fundamental change in Coal Asia’s business model.
As a result, the exchange has indefinitely suspended trading of Coal Asia shares until the company complies with the revised rules governing such listings. The suspension will remain in place while the bourse conducts a comprehensive review of the company's disclosures and financial representations.
The backdoor listing provides Tubig Pilipinas with an alternative route to the capital markets, bypassing the traditional initial public offering process. The success of the maneuver depends on final approval from the Securities and Exchange Commission and the satisfaction of the exchange's listing requirements.