Holcim shareholder plans tender offer, delisting

HOLCIM Philippines, Inc. said on Thursday that its major shareholder plans to buy out minority investors in the company via a tender offer that could lead to its delisting from the stock exchange.

In a regulatory filing, the company said Dutch firm Holderfin B.V. bought shares held by Sumitomo Osaka Cement Co., Ltd., bringing Holcim’s public float below the market requirement.

The listed cement manufacturer said Holderfin “is prepared to make a tender offer for all outstanding common shares” if Holcim is unable to issue additional shares to raise its public float, “with the aim of subsequently conducting a voluntary delisting” from the main board of the Philippine Stock Exchange (PSE).

Before the disclosure, Holderfin already owns 18.11% of Holcim’s outstanding capital stock. With the acquisition of the 594.95 million common shares or 9.22% stake held by Sumitomo, the foreign firm’s holdings reached 27.33%.

The shares sold by Sumitomo were considered part of those held by the public.

The transaction resulted in Holcim’s minimum public float decreasing to 5.05% from the 14.27% reported as of March 31, which was below the 20% minimum requirement of the bourse.

In a separate disclosure, Holcim said that it had received a notice from Holderfin on June 29 of the latter’s intention to conduct a tender offer to purchase all shares from stockholders of record ahead of delisting.

Holcim said it would not be able to raise the required minimum public float “within a reasonable period due to prevailing market conditions.”

The company would need the approval of two-thirds of its board of directors including the majority, but not less than two of all its independent directors.

It would also need the approval of shareholders owning at least two-thirds of the total outstanding and listed shares of the company and the number of votes cast against the delisting proposal to not more than 10%.

“We will continue to update the PSE and make the necessary disclosures of any material developments regarding this matter,” Holcim said.

Meanwhile, the market operator suspended Holcim’s trading after the decrease in its minimum public float and subsequent developments.

“The Exchange will inform the trading participants and the investing public of further developments on the matter,” the PSE said. — Adrian H. Halili