Beer-maker San Miguel Brewery has requested to be stricken off the roster of the Philippine Stock Exchange effective May 15 this year.
In preparation for this voluntary delisting, SMB is making a tender offer to minority shareholders at P20 a share. These minority investors hold about 94.24 million shares or 0.61 percent of SMB’s outstanding shares.
In a disclosure, SMB said Maybank ATR Kim Eng Capital Partners had conducted the evaluation of the tender 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 each 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 biggest company to delist from the PSE in recent years. It was among the companies on which trading was suspended this year due to noncompliance 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 its stake in the beer maker.
The San Miguel group likewise earlier announced that it was taking its property unit San Miguel Properties Inc. (SMPI) back to private hands. Since the company is under trading suspension, the sale of shares may be effected only outside the trading system of the PSE or over the counter and based on earlier pronouncements and will be subject to a capital gains 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 the 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.