San Miguel Brewery wants shares delisted by May 15

/ 05:18 PM February 22, 2013

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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