THE Philippine Stock Exchange (PSE) has again suspended trading in the shares of Solar Philippines New Energy Corp. (SPNEC) following the disclosure by the company–touted as a pioneer in renewable energy in the country– of its 100 percent acquisition of shares of its erstwhile partner, the Razon-led Prime Infrastructure Inc.
“After a careful review of disclosure submitted by the company (SPNEC), the Exchange deems that the foregoing transaction is covered by the Rules on Disclosure for Substantial Acquisitions and Revenue Takeovers…under Section 5, Article VII of the Consolidated Listing and Disclosure Rules of the Exchange,” the PSE said in an announcement on its website.
It was the second time that the PSE suspended trading in SPNEC shares this year.
On June 2, 2023, the PSE suspended trading in the shares of SPNIEC following the company’s failure to abide by a requirement to have a 20 percent public float of its total shares.
On the same day, the Securities and Exchange Commission approved an increase in SPNEC’s authorized capital stock from P1 billion divided into 10 billion common shares with a par value of 10 centavos per share to P5 billion divided into 50 billion common shares with a par value of 10 centavos per share.
But the PSE said two developments before June 2, 2023 showed that the public ownership level of SPNEC has been diluted and fell below 20 percent.
One is the acquisition by SPNEC on February 24, 2022 of 100 percent of outstanding shares of Solar Philippines Power Project Holdings through an asset-for-share arrangement.
The second was approval by the SPNEC board on May 8 and 16, 2023 of the contract to buy 100 percent of assets of Solar Philippines Power Holdings.
“Pursuant to the Guidelines on Minimum Public Ownership Requirement for Initial and Backdoor Listings dated August 3, 2020, SPNEC is required to have at least 20% public float,” the PSE had said in its June 2, 2023 order.
But it said as a result of the SPNEC acquisition of 100 percent shares of Solar Philippines Holding, “the Company’s public ownership level fell below the 20 % prescribed minimum percentage.”
The PSE said listed companies that do not comply with the 20 percent public ownership requirement “shall be suspended from trading” for not more than six months and “automatically delisted if it remains non-compliant after the lapse of the suspension period.”
SPNEC had agreed recently with MGen Renewable Energy, a Manila Electric Co affiliate that will own 15.7 billion common shares and 19.4 billion preferred shares in SPNEC for a 50.5 percent voting right.
