INVESTMENT FIRM Themis Group Corp. plans to conduct a mandatory tender offer for publicly held shares of Ferronoux Holdings, Inc. as part of its backdoor listing process.
In a regulatory filing on Tuesday, Ferronoux said Themis Group would conduct a mandatory tender offer for 128.29 million publicly held common shares. The company did not disclose further details regarding the planned tender offer.
Additionally, Ferronoux will undertake a follow-on offering within one year of completing its P4.31-billion property-for-share swap with Eagle 1 Landholdings, Inc., in compliance with the Philippine Stock Exchange’s (PSE) rules on backdoor listings.
Following the disclosure, the PSE lifted the trading suspension on Ferronoux shares at 1:40 p.m. on Tuesday.
Ferronoux shares surged by 45.79% or P2.45 to close at P7.80 apiece on Tuesday, peaking at P8.02 per share.
The PSE had suspended trading of the company’s shares on Dec. 19 last year, requiring more detailed disclosures on the transactions.
“The surge in stock price was expected due to speculation on the market value and development potential of the parcels of land to be infused,” China Bank Capital Corp. Managing Director Juan Paolo E. Colet said in a Viber message when asked for comment.
“There is also a possibility that Eagle 1 will infuse its much larger properties that are currently leased to Okada Manila,” he added.
In December last year, Ferronoux’s board approved a property-for-share swap with Eagle 1 and the issuance of 240 million shares to Themis Group, resulting in a change in control and facilitating a backdoor listing.
The property-for-share swap involves issuing up to 918 million common shares at P4.70 each to Eagle 1 in exchange for approximately 9.4 hectares of land adjacent to the Okada Manila integrated casino resort in Parañaque City.
Themis Group will also subscribe to 240 million Ferronoux shares at a par value of P1 each.
Ferronoux has increased its authorized capital stock to P2.5 billion from P550 million.
Subsequently, Michael C. Cosiquien-led ISOC Holdings, Inc. agreed to sell all its shares in Ferronoux to Themis Group for P297 million, equivalent to 133.53 million shares at P2.22 apiece.
ISOC, which previously held a 51% stake in Ferronoux, will now hold 39.06% of the company’s total issued and outstanding capital stock of 341.82 million common shares following Themis Group’s private placement subscription of 80 million new common shares. — Revin Mikhael D. Ochave