San Miguel Brewery wants shares delisted by May 15


MANILA, Philippines–San Miguel Brewery has requested to be stricken off the roster of the Philippine Stock Exchange, effective May 15.

In preparation for this voluntary delisting, SMB is making a tender offer to minority shareholders at P20 per share. These minority investors hold about 94.24 million shares or 0.61 percent of SMB’s outstanding shares.

In a disclosure, the beer maker said Maybank ATR Kim Eng Capital Partners had conducted the evaluation of the ended offer price and other terms and conditions. After such evaluation, Maybank ATR had opined that the tender offer price was fair at P20 each.

Shares of SMB were last traded on the PSE at P29.30 per share on Dec. 28 last year.

The disclosure stated that SMB’s controlling shareholders–San Miguel Corp. and Kirin Holdings of Japan–as well as the directors of SMB would not sell any of their shares during the tender offer. SMC owns 51 percent of SMB while Kirin controls 48.39 percent.

A tender offer–meant to give the minority shareholders a chance to exit the company before it goes back to private ownership–is among the requirements set by the PSE for a voluntary delisting.

Ceasing to be a public company means that these San Miguel subsidiaries will have less stringent financial reporting and disclosure obligations compared to listed peers.

SMB is the largest company to delist from the PSE in recent years.  It was among the companies on which trading was suspended this year due to non-compliance with the 10-percent minimum public ownership required by the PSE for continuing listing. SMB failed to comply because neither SMC nor Kirin was willing to reduce their stake in the beer maker.

The San Miguel group likewise earlier announced that it was taking its property unit San Miguel Properties Inc. back to private hands.

But because shares are under trading suspension, sale of shares may be effected only outside the trading system of the PSE or over the counter and based on earlier pronouncements, these will be subject to a capital gain tax of between 5 and 10 percent. On the contrary, trades on shares of listed companies enjoy the preferential tax rate of ½ of 1 percent.

Apart from capital gain taxes on sale of shares – equivalent to 5 percent for transactions up to P100,000 and 10 percent for those in excess of P100,000–trades on suspended companies will be slapped with a documentary stamp tax of P0.75 on each P200 of the par value of the stock.

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  • upupperclassman

    The San Miguel Brewery shareholders should take both SMC and Kirin to court to demand just compensation to buy back shares for delisting. Last trade in December 28, 2012 was P29.80 per share and the company is offering only P20.00 per share when the stock market has been up by some 15% since the start of the year. This is taking advantage of small investors to make a killing. Was this the intention when SMC Brewery make the IPO? The small shareholders should sue for  substantial premium plus damage compensation for acting in bad faith. Why did SMC Brewery conducted an IPO when the company cannot live up to its commitment for public listing? This is a great deceit!

    • parefrank

      But taking advantage of others and cusiomers is the common manner of such businesses. With delisting, they do not need to really disclose their figures, also a coompn manner to increase prices for “recovering losses”. A prominent business who frequently “recover losses” is Napocor, or the oil companies which have billions of losses to recover but end of the year the mother companies declare record profits.
      No wonder, if oil companies have their own price contracts with oil countrie or ven own oilfields. But then they sell the oil to their daughter companies which the calculate fuel prices based on spot market prices, where they are not buying one gallon oil or gasoline. Then, all the daughters make losses while the mother still has the gigantic profits.
      Remember the big disaster with the burning offshore station which created so much damages to the nearby coastline two years ago? The company had to pay penalties anddamage costs plus repair costs of near 20 billion dollar. But at the end of the business year there have still been bilio of profit. 

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