The Philippine Stock Exchange (PSE) has approved the delisting of agricultural products distributor Calata Corp. for multiple violations of disclosure requirements and the restrictions on the trading of shares held by directors and officers.
Two sources from the PSE confirmed yesterday that the board had approved the delisting during its meeting on Wednesday, adding that the bourse would nonetheless ask Calata to make a tender offer to small shareholders even if the latter had indicated that it was unwilling to do so.
One source noted that the PSE was “worried about the small investors,” which was why the bourse would write a letter to Calata, asking it to buy out these small investors.
Another well-informed source said: “Delisting is already done.”
About 73.5 percent of Calata’s shares are owned by the investing public, mostly small shareholders.
The involuntary delisting of Calata, the source said, would also result in a ban on its officers and directors from sitting on the board of any PSE-listed company.
The PSE is expected to soon make an official announcement on Calata’s delisting.
Trading on Calata, which listed on the Philippine Stock Exchange on May 23, 2012, has been suspended since June 30 this year.
To recall, the PSE earlier challenged Calata to make a tender offer to give small investors a chance to exit the company, adding that a proposal to be the backdoor-listing vehicle of seafood trader Millennium Ocean Star Corp. (MOSC) was “not workable.”
MOSC’s parent firm Millennium Global Holdings Inc. recently dropped its plan to acquire 81 percent of Calata.
If Calata were to make a tender offer, the PSE was willing to make the delisting voluntary instead of involuntary.
A voluntary delisting would have given Calata the option to return to the local bourse.
Calata, however, had rejected the tender offer proposition. Citing its 2016 audited financial statements, Calata noted that it had around only P400 million in retained earnings and that it would need around P1 billion to buy back the shares of its public shareholders.
The company said that such a buyback would be contrary to law and effectively liquidate the whole company.
“To liquidate the company just because the Philippine Stock Exchange wants a tender offer is not only impractical but grossly unfair,” the company had said.
Calata had argued that a regulatory violation by a single shareholder “should not be a justification to kill a legitimate business which has been profitably operating for the past decades.”
The PSE initiated the delisting procedure on Calata in July, citing three violations of “unstructured” disclosure requirements. The PSE also found Calata to have violated the “blackout rule,” which prohibits directors and principal officers who have obtained material nonpublic information to trade their company’s shares within a prescribed period.—DORIS DUMLAO-ABADILLA