Holderfin B.V. Acquires More Shares of Holcim Philippines Inc.
In a recent development, Holderfin B.V. has acquired an additional 3.62 percent of the outstanding shares of Holcim Philippines Inc. The total transaction is valued at P1.25 billion, and it is part of Holderfin’s tender offer to bring down the cement firm’s public float to just 1.43 percent.
Following the close of the Tender Offer Period, Holcim Philippines disclosed to the Philippine Stock Exchange (PSE) that 233.81 million of its common shares were tendered and purchased by Holderfin on September 6, 2023. The shares were bought at a price of P5.33 per share, with 75 percent of the amount paid on September 13, 2023. The remaining 25 percent is being held in escrow and will be paid within five calendar days from the delivery of the valid CAR (Certificate Authorizing Registration) from the Bureau of Internal Revenue, which authorizes the transfer of the tendered shares.
Holderfin also announced its intention to conduct a second tender offer for the remaining 1.43 percent of outstanding shares held by minority shareholders, as directed by the Securities and Exchange Commission (SEC). The SEC required the second tender offer to be completed by September 28, 2023.
In response to the SEC’s directive, Holcim Philippines confirmed that Holderfin intends to conduct the second tranche under the same terms and conditions as the first tender offer, which took place from July 10 to August 30, 2023.
It is worth noting that the P1.74 billion tender offer by Holderfin for the 5.05 percent stake in Holcim Philippines, held by the public, is subject to additional taxes. This additional tax requirement arises due to Holcim’s stock being suspended from trading by the PSE. Holderfin aims to delist the stock from the PSE.
Last June, the trading of Holcim shares was suspended by the PSE after the company’s public float fell below the minimum public ownership requirement of 10 percent. This occurred when Holderfin acquired 9.22 percent of Holcim’s outstanding capital stock from Sumitomo Osaka Cement Co., Ltd., reducing Holcim’s public float to 5.05 percent.
As trading is currently suspended, the sale of the tendered shares will be subject to capital gains tax (CGT) and documentary stamp tax (DST) instead of the standard stock transaction tax (STT), according to the PSE. This tax treatment is specifically provided for in Bureau of Internal Revenue (BIR) Regulation No. 16-2012 (RR 16-2012), which requires the payment of CGT and DST for non-compliant sales of shares of a publicly listed company.
In addition to the applicable tax rate, shareholders must comply with all documentary requirements, including obtaining the relevant tax clearance from the BIR, for the transfer of shares sold outside the Exchange.
