PSE orders delisting of Alphaland; Ongpin et al barred from public companies
MANILA, Philippines—The Philippine Stock Exchange has ordered the delisting of property developer Alphaland Corp. and banned three of its top executives from sitting on the boards of any company applying for public listing for alleged violation of the exchange’s rules.
In a resolution issued by the PSE on Monday, the PSE required Alphaland to make a tender offer to minority shareholders within 60 days from receipt of the delisting order. It noted that an involuntary delisting would take effect on the trading day immediately after this 60-day window – regardless of whether the tender offer has been completed or not.
Alphaland’s chief executive officer Roberto V. Ongpin, president Mario Oreta and corporate secretary Rodolfo Ma. Ponferrada were also disqualified from becoming directors and/or executive officers of any company applying for listing on the exchange.
Under the same resolution, the company was prohibited from applying for relisting within a period of five years from the effective date of delisting.
The PSE said the tender offer requirement was “in order to protect the interests of the company’s retail/non-strategic shareholders” under such terms and conditions as may be imposed by the Securities and Exchange Commission and the Exchange.
The property developer was also required to submit a fairness opinion or valuation report “stating that from a financial point of view of the person making such opinion/report, based upon certain procedures followed and assumptions made, the terms and conditions of the tender offer are fair.”
The involuntary delisting process was initiated by the PSE against Alphaland for a number of violations, including non-compliance with the listing agreement and repeated failure to make “timely, adequate and accurate” disclosures of information.
But allowing the tender offer is seen as protecting the minority shareholders by giving them an exit mechanism as well as allowing the transfer of shares to allow the consummation of the settlement deal between Alphaland and estranged partner, British fund Ashmore.