UNIHOLDINGS, INC., a publicly listed investment holding company, has received confirmation from the Securities and Exchange Commission (SEC) that its issuance of 64.42 million shares for a recent merger is exempt from the usual registration requirements under the Philippine Securities Regulation Code.
In a confirmation letter, the SEC said the issuance to the stockholders of Addventure Properties, Inc., Buklod Realty Corp., Citiworld Properties & Development Corp., Exquadra, Inc., Quantumlink Realty Corp., and Rivertanks, Inc. “is an exempt transaction under Section 10.1(i) of the Securities Regulation Code.”
The exemption applies because the issuance involved no expenses, commissions, or compensations and was carried out solely in connection with Uniholdings’ legally mandated increase in authorized capital stock.
As the surviving company, Uniholdings issued shares in exchange for the stock of the absorbed corporations.
The SEC said that both the increase in authorized capital stock and the Certificate of Filing of the Articles and Plan of Merger, approved on Dec. 27, 2024, satisfy regulatory requirements.
“The approval cleared regulatory requirements for Uniholdings and eliminates the need for further exemption confirmations from other SEC departments,” the SEC added.
The merger is part of Uniholdings’ strategy to transform into an investment holding company and achieve greater operational efficiency and economies of scale.
The SEC also noted that a payment assessment form for the listing fee will be issued, fulfilling a requirement of the Philippine Stock Exchange for the company’s listing approval.
Uniholdings shares were last traded on Sept. 5, closing unchanged at P126 apiece. — Alexandria Grace C. Magno