SEC orders Holcim PH to extend tender offer period by 20 days

MANILA  -The Securities and Exchange Commission has ordered the Holcim Group to extend the tender offer period for Holcim Philippines by 20 days as small stockholders struggle to meet the requirements caused by the company’s trading suspension.

The final timetable for the extended tender offer has yet to be set.

Minority stockholders were forced to secure more documentary clearances and were subject to capital gains tax after Holcim Philippines breached the minimum public ownership rule before rolling out the tender offer.

In a statement on Tuesday, the SEC said the order was made upon the request of minority investors.

“The order effectively granted the request of investors for the extension of the tender offer period. Because it received the request on the same day that the original tender offer period expired, the Commission instead ordered the conduct of a second tender offer,” according to the SEC.

The Holcim Group, through Amsterdam-based unit Holderfin B.V., had offered to buy out minority stockholders from July 10 through Aug. 30 this year at P5.33 per share.

This will allow the controlling shareholders’ group to acquire the remaining 5.05 percent of the firm and consolidate full control of the company before launching voluntary delisting proceedings under the rules of the exchange.

“The Commission approved the conduct of another tender offer in the interest of minority shareholders in Holcim, in accordance with the powers of the Commission under the Securities Regulation Code, and its implementing rules and regulations,” the SEC said.

“The second round of tender offer will provide minority shareholders more time to decide whether they will remain invested in the company, and to prepare the documents necessary,” it added.

Holcim Philippines said in a stock exchange filing on Tuesday that Holderfin will comply with the order and “intends to conduct the second tranche on the same terms and conditions” as the first round.

“Holderfin has sought clarification on whether the conduct of the second tranche is without prejudice to the consummation and payment for the shares tendered in the first tranche and the conduct of the shareholders’ meeting scheduled on 22 September 2023,” Holcim Philippines said in the filing.

“Disclosures on these clarifications and the specific terms and conditions of the second tranche will be made in due course,” it added.