Integrated gaming resort operator Travellers International Hotel Group Inc. has proposed to delist from the Philippine Stock Exchange by Oct. 21 this year, subject to clearance by the local bourse.
Travellers, which trades under the ticker RWM, has prepared to shell out as much as P8.7 billion to buy back shares held by minority shareholders in line with its voluntary delisting plan.
The tender offer will be financed with internally generated funds and BDO Unibank has guaranteed Travellers an existing credit facility with the bank worth P10 billion. Its brokerage arm, BDO Securities, acts as stock transfer agent for the deal.
The tender offer, which started on Monday (Aug. 19), will run until Sept. 23 this year.
Travellers wants to buy all the 1.58 billion common shares, representing its 10.4-percent public float, at P5.50 per share.
The minimum target share block is 838.2 million shares, which will reduce the public float to 5 percent. The minimum required ownership of the bidder after the tender offer under PSE rules is 95 percent for voluntary delisting.
Once the company is delisted, shareholders stuck with shares of a nonpublic company will henceforth have to pay capital gains tax of between 5 and 10 percent if and when they unload their shares.
PricewaterhouseCoopers and its local partner, Isla Lipana & Co., as independent financial adviser issued the fairness opinion on the tender offer price of P5.50 per share.
A fairness opinion is a report written by qualified analysts or advisers that evaluate the facts of a merger, acquisition, carve out, spin-off, buyback or another type of purchase and provides an opinion as to whether or not the proposed stock price is fair to the selling or target company.—DORIS DUMLAO-ABADILLA