Lopez Holdings Inc. has formally filed its application for voluntary delisting in preparation for the completion of a tender-offer of its units to publicly-owned shares.
The company, however, said the delisting will depend on First Holdings eventually reducing the publicly-owned shares in Lopez Holdings below the Philippine Stock Exchange-mandated public float of 10 percent.
“A successful tender may result in a breach of the MPO (minimum public ownership) Rule,” it said.
First Holdings early this month said it intends to issue a tender on publicly-owned shares of Lopez Holdings, to be facilitated between Jan. 22, 2021 and Feb. 19, 2021.
The transaction will then be crossed at the Philippine Stock Exchange platform eight business days after the close of the tender offer, or not later than March 4, 2021, settled on the 10th day after the close or not later than March 8, 2021, “subject to any extension of the tender offer period with the approval of the Securities and Exchange Commission (SEC).”
First Holdings said its tender offer is dependent on regulatory approval including a Philippine Competition Commission (PCC) decision that the tender Ooffer constitutes an internal restructuring, and is thus exempt from PCC notification and clearance, or that should it requires compulsory notification, the PCC have rendered a decision that the tender offer will not result in substantial lessening of competition, and shall not impose any conditions on the company, its parent firm Lopez Inc., or any of its subsidiaries, affiliates, respective directors or employees.
First Holdings said it is issuing a tender offer to as much as 45.56 percent of mother company Lopez Holdings’, authorized shares.
Lopez Holdings, formerly Benpres Holdings Corp., listed on Nov. 25, 1993 has a total outstanding shares of 4.54 billion shares of which 43.32 percent are publicly-owned, data from the PSE show.
First Holdings is issuing a tender to all shareholders except that which is held by both companies’ ultimate mother firm, Lopez Inc., which has agreed not to tender its common shares.
First Holdings is offering to buy the shares at P3.85 per share, a 25 percent premium over Lopez Holdings’ P3.08 closing on November 27, 2020, and a 41 percent, 43 percent and 36 percent premium over its three-month, six-month and one-year volume weighted average price of P2.74, P2.69 and P2.82, respectively.
Lopez Holdings said in this regard, its Board of Directors has authorized the filing of a petition for voluntary delisting with the PSE.
Lopez Holdings was incorporated in 1993 by the Lopez family to serve as the holding company for investments in major development sectors. Its major investees are publicly listed ABS-CBN Corp., and First Philippine Holdings.