Rockwell Land to list P9B worth of shares by May 14

MANILA, Philippines—Upscale property developer Rockwell Land Corp. has filed an application at the Securities and Exchange Commission to list P9 billion worth of shares on the Philippine Stock Exchange by way of introduction, or without an initial public offering, by May 14 this year.

Rockwell is also seeking the SEC’s approval to distribute 51 percent of its shares as property dividends to stockholders of Manila Electric Co., which will control majority of the property developer until the property dividend distribution.

Based on a registration statement filed at the SEC, Rockwell plans to list by way of introduction all of its 6.23 billion common shares on the PSE’s main board at an initial listing price of P1.46 each.

Rockwell will also distribute 3.18 billion common shares, or 51 percent, as property dividends to shareholders of Meralco.

The Lopezes’ property arm currently has an authorized capital stock of P9 billion consisting of 8.89 billion common shares with a par value of P1 and 11 billion preferred shares with a par value of P0.01 each. The total issued shares stood at 6.23 billion, which will all be listed by way of introduction no later than May 14 this year.

Prior to the dividend declaration, Meralco was the legal and beneficial owner of 51 percent of Rockwell’s issued common shares. Last February, the company approved the dividend distribution resulting in the distribution to Meralco shareholders of 2.818 common shares for every one share in Meralco. Foreign shareholders will be paid in cash, instead of common shares, at the same price of P1.46 a share.

The dividend distribution is expected to commence on or before the 5th trading day after securing all approvals from the SEC and the listing of common shares with the PSE, the documents said.

As a result of the distribution of property dividend, Rockwell will have a minimum 48,892 shareholders, 27,771 of whom own at least one board lot each. Thus, it is qualified to list on the PSE without offering shares to the public.

The price for the transactions is supported by valuation report and fairness opinion issued by CLSA Exchange Capital.

Rockwell’s total assets as of end-2011 amounted to P18 billion while equity stood at P9.1 billion. The company started operations in 1995 by redeveloping an old thermal power plant into an upscale mixed-use community now known as Rockwell Center in Makati, which has seven high-rise residential towers, a shopping mall, a leisure club, a graduate school and two office buildings (Nestle and Phinma). Rockwell also has an office complex in Ortigas and a new mixed-use community called “The Grove” in Ortigas.