SPNEC moves to comply with minimum public float

SOLAR PHILIPPINES Power Project Holdings, Inc. (SPPPHI) has donated additional shares of its listed subsidiary to Asia Pacific Institute for Green Development, Inc. (Green Development) to comply with the stock exchange’s minimum public ownership (MPO) requirement.

In a regulatory filing on Thursday, Leviste-led SP New Energy Corp. (SPNEC) said its parent firm executed a deed of donation on Wednesday for an additional 1.58 billion unlisted and fully paid common shares of SPNEC to Green Development.

The donated shares represent 4.6% of the issued and outstanding capital stock of SPNEC.

As of November, SPPHI held 74.38% ownership of SPNEC’s outstanding common shares.

SPPPHI first executed a deed of donation for 550 million unlisted and fully paid common shares of SPNEC to Green Development on Oct. 25, which represented 1.6% of the issued and outstanding shares of its unit.

“The shares donated by SPPPHI to Green Development in total represent 6.20% of the issued and outstanding shares of SPNEC, and SPNEC would thereby comply with the MPO requirement,” the listed energy company said.

It said that the taxes on the additional donation had been paid, and the application for the certificate authorizing registration had been filed with the Bureau of Internal Revenue over the transfer of shares.

The activities that SPNEC has undertaken and intends to undertake are part of its MPO requirement.

Separately, SPNEC said that it plans to “pursue several transactions to increase its public float further after the lifting of its trading suspension.”

Under the listing rules of the Philippine Stock Exchange, listed firms must maintain an MPO of at least 20%. Those that would fall below “shall be suspended from trading for a period of not more than six (6) months and shall be automatically delisted if it remains non-compliant with the MPO after the lapse of the suspension period.”

On June 2, trading of SPNEC shares at the stock exchange was suspended for falling below the MPO requirement after a series of acquisitions that involved swapping of shares.

To recall, SPNEC’s board approved an increase in the company’s authorized capital stock on Jan. 10, 2022 to 50 billion from 10 billion shares previously, to support the expansion of its project portfolio.

The company greenlit on May 5 the modified acquisition by SPNEC of the shares of SPPPHI in various entities from the proceeds of its parent firm’s subscription of 24.37 billion shares.

With a public afloat of 47% prior, SPNEC’s increase in authorized capital stock was approved by the Securities and Exchange Commission on June 1.

As a result, SPNEC’s total number of nonpublic shares increased to 29.62 billion, with the total number of shares owned by the public at 4.75 billion, which represented a public ownership of 13.82%.

To increase its public ownership, the company said it plans to conduct a follow-on offering (FOO) to support the expansion of its project portfolio.

“In the meantime, the Company is having discussions with its advisors and potential underwriters for the FOO,” SPNEC said.

The company and its parent firm are also in talks with institutional investors for private placement, provided that its shares resume trading.

“The measures outlined in this Compliance Plan are intended to ensure the Company’s compliance with the MPO requirement. With this, the Company hopes that its shares may be an attractive investment for the benefit of its public shareholders,” it said. — Sheldeen Joy Talavera