SMC sets preferred shares offering

Conglomerate San Miguel Corp. is set to offer by next month up to P30 billion worth of preferred shares, proceeds from which will be used to refinance debt and invest in various subsidiaries.

SMC has mandated eight banks to arrange the offering: BDO Capital, Chinabank Capital, ING, Philippine National Bank, RCBC Capital, Standard Chartered Bank and UCPB.

The conglomerate seeks to offer as much as 400 million preferred shares at P75 per share. The base offer is composed of 280 million in preferred shares with an oversubscription option of up to 120 million shares.

SMC started on Wednesday the institutional book-building for this offering.  Institutional investors are given until March 3 to submit commit letters.

The public offering period is set for March 7 to 11, subject to receipt of regulatory approvals. The preferred shares will then be listed on the local stock exchange by March 21.

The new series of preferred shares will have three sub-series, the indicative dividend rates of which will be as follows:

• Subseries 2G will have a spread of 225 to 330 basis points over the five-year PDST-R2.
• Subseries 2H will have a spread of 200 to 300 basis points over the seven-year PDST-R2.
• Subseries 2I will have a spread of 250 to 325 basis points over the 10-year PDST-R2.

Unless redeemed by SMC on the optional redemption date, the dividend rate will be adjusted higher.

SMC also earlier filed with the Securities and Exchange Commission a prospectus for the shelf registration of 975.57 million series 2 preferred shares to be offered within three years at P75 per share.

Shelf registration allows an issuer to register and sell under the same prospectus and other regulatory filing requirements a certain volume of securities that the issuer does not intend to use up right away.  The SEC gives the issuer a three-year window to use up the shelf registration.