After seven years, tycoon Michael Cosiquien will be making his exit from shell company Ferronoux Holdings Inc. via a P297-million share sale deal with an incoming investor.
In a stock exchange filing on Friday, Ferronoux said Cosiquien-led construction firm ISOC Holdings Inc. had entered into a deed of assignment of shares to sell all its 133.53 million shares in the listed firm to Themis Group Corp.
The shares, which currently represent a 51-percent stake in Ferronoux, will be sold at P2.2242 each. This means a 57-percent discount from its closing price of P5.20 on Dec. 18.
READ: Ferronoux brings in new partner
Trading of Ferronoux’s shares has been suspended since then, as the company is required to submit more detailed disclosures relating to Themis’ investments.
As this will result in a change in ownership, real estate firm Themis will have to issue a mandatory tender offer to buy out the minority shareholders of Ferronoux.
The company also plans to issue 80 million new shares to Themis via private placement, raising its total issued and outstanding capital stock to 341.83 million common shares from 261.83 million currently.
Once finalized, the additional share issuance will likewise reduce ISOC’s shareholding to 39.06 percent.
This comes after the Philippine Stock Exchange Inc. confirmed that Themis’ entry into Ferronoux, which has not been operating since 2015 after dropping its mining business, was tantamount to a backdoor listing.
Not through IPO
Under the bourse’s Revised Backdoor Listing Rules, this happens when a listed company directly or indirectly acquires the shares of assets of an unlisted company or person or group of persons, or vice versa.
Such an exercise allows an unlisted firm to become publicly listed without going through the traditional initial public offering (IPO) process. It can also happen when there is a significant change in control, composition of the board and business.
Earlier this month, Ferronoux said it would also issue P4.31 billion worth of shares to Eagle 1 Landholdings Inc. in exchange for three parcels of land adjacent to the Okada Manila property in Parañaque City.
Established in 2001 as AG Finance Inc., Ferronoux initially operated as a financing firm and provided short-term, unsecured credit facilities to rank-and-file employees of local medium-sized corporations.
The company dropped its lending activities in 2015 and its board approved the change in its primary purpose to a holding company.
In 2017, Cosiquien’s ISOC acquired the 67-percent stake held by RYM Business Management Corp. in AGF.
In 2018, the Securities and Exchange Commission approved AGF’s name change to Ferronoux Holdings Inc.