BDO leasing unit questions SEC halt order

Leasing firm BDO Leasing and Finance Inc. (BLFI) is contesting the Securities and Exchange Commission (SEC)’s suspension of its registration statement as a listed company that removed its capability to offer shares to the public.

In a disclosure to the Philippine Stock Exchange (PSE) on Monday, BLFI said it intended to “seek reconsideration and engage the SEC on this matter as soon as possible.”

The SEC order was issued in light of the share purchase agreement dated Jan. 24 entered into by the company’s parent firm BDO Unibank Inc. to sell its controlling stake to third parties and the subsequent amendment of the primary business to a holding company. On this basis, the SEC ruled that BLFI’s registration statement as a leasing and financing company was no longer true and accurate. Hence, the SEC ordered the suspension and required the filing of an amended registration statement.

The company said “there are no sufficient grounds for the suspension of its registration statement,” noting both BLFI and BDO Unibank have consistently been upfront and made full, timely and fair disclosures regarding this transaction and all the steps leading to it. BLFI also said it had always protected minority shareholders. “In particular, minority shareholders are vested with appraisal rights and the mandatory tender offer will allow them to sell their shares at a premium,” the company disclosure read.

BLFI said it would continue to update the PSE and the market on the developments of its discussions with the SEC.

In the Philippines, no securities can be sold or offered for sale or distribution without a registration statement duly filed with and approved by the SEC. This statement is a set of documents containing an issuer’s intent to offer shares or other securities to the public.

BDO Unibank had agreed to sell its 88.54-percent stake to a new investor group including 8990 Holdings director Luis Yu Jr. and Pacifica Holdings Inc. independent director Vittorio Lim, who would each acquire 33 percent.

Trading on shares of BLFI had been suspended since Jan. 27 when the sale was announced. INQ