Metro Pacific Investments Corp. said Monday the decision on proceeding with the delisting from the Philippine Stock Exchange is subject to achieving the 95-percent tender offer acceptance threshold for voluntary delisting or obtaining exemptive relief from the PSE.
“Under the Amended Voluntary Delisting Rules of the Philippine Stock Exchange, the voluntary delisting must be approved by at least two-thirds of the entire membership of the board of directors, including the majority, but not less than two, of all of its independent directors; and stockholders owning at least two-thirds of the total outstanding and listed shares of the listed company and with the number of votes cast against the delisting proposal not more than 10 percent of the total outstanding and listed shares of the listed company,” it said.
It said to comply with the voluntary delisting requirements of the PSE, the tendered shares together with the excluded shares should constitute at least 95 percent of the total issued and outstanding capital stock of MPIC, or such percentage as the PSE may allow to effect the voluntary delisting of MPIC from the main board.
The tender offer notice from the bidders states that it is their intention to delist MPIC from the PSE and as such, the bidders will not accept any tendered shares unless the threshold for voluntary delisting is achieved or an exemptive relief is obtained from the PSE.
“We would like to clarify that shareholder approval for a voluntary delisting is separate from the shareholders’ decision to participate in the tender offer process. Accordingly, the shareholder approval to be obtained during the annual stockholders’ meeting on June 6, 2023, enables the tender offer to commence following the ASM,” it said.
Metro Pacific said shareholders who vote in favor of delisting at the ASM are not obligated to tender their shares if they do not find the terms of the tender offer acceptable. These are separate decisions that shareholders have to consider.
The company said it is extending the deadline for proxy submission from May 30, 2023 to June 2, 2023 to give shareholders more time to consider this particular agenda item.
“We acknowledge the requests for the independent third-party valuation report to be made public prior to the ASM and have communicated this to the bidders. We commit to promptly publish the valuation report via PSE EDGE and on the company’s website as soon as it is made available to us,” it said.
Metro Pacific said that if the voluntary delisting is approved by the shareholders on June 6, the bidders intend to begin the tender offer process immediately.
The tender offer period will be for a minimum period of 20 business days, it said.