San Miguel Properties Going Private

6 February 2013

San Miguel Properties Inc., the real estate development arm of San Miguel Corporation is planning to undertake a tender offer for its shares of stock and voluntarily delist from the Philippine Stock Exchange.

In a disclosure to the Philippine Stock Exchange, SMPI said the move to file a petition for voluntary delisting was approved by its board of directors last February 5.

It added that it will conduct a tender offer and has engaged ATR KimEng Capital Partners Inc. as financial advisor, SMC Stock Transfer Service Corporation as tender offer agent, and Sycip Salazar Hernandez and Gatmaitan as external counsel.

The SMPI board has tasked management to decide on the price and other terms and conditions of the tender offer to SMPI's minority shareholders as well as the finalization of documents for the firm's delisting with the PSE.

The tender offer period will be from February 27,2013 to March 26, 2013, SMPI said.

The PSE suspended trading of seven listed firms as of January 2, 2013, as their minimum public ownership (MPO) levels remained below the 10 percent required by the Exchange.

Trading of shares in Alphaland Corporation, Southeast Asia Cement Holdings, Inc., PAL Holdings Inc., Allied Banking Corporation (15 percent cumulative convertible preferred A shares), San Miguel Brewery, Inc., PNOC Exploration Corporation, and San Miguel Properties, Inc. has been suspended as of January 2.

On the other hand, trading of three non-MPO compliant companies have remained suspended, namely, Philcomsat Holdings Corporation, Cosmos Bottling Corporation and Nextstage, Inc. for other disclosure violations.

"We urge companies to comply as this will also encourage good corporate governance," PSE president Hans B. Sicat said.

Listed companies that are non-compliant with the MPO requirement were given a grace period of up to December 31, 2012 to comply. Immediately after December 31, 2012, the PSE said it shall impose a trading suspension on the shares of non-compliant listed companies beginning January 2, 2013, for a period of not more than 6 months, or until June 30, 2013.

The PSE said it will lift the trading suspension imposed on the company's shares when the concerned listed company presents proof of compliance with the MPO requirement.

If after June 30, 2013, a listed company remains non-compliant, the listed company's shares shall be delisted effective July 1, 2013.

The Bureau of Internal Revenue will impose capital gains tax and a documentary stamp tax (DST) on every sale, barter, exchange or other disposition after December 31,2012 of shares of listed companies which are not compliant with the MPO requirement.