The second tranche of tender offer is scheduled from September 28, 2023 until 12 NOON of October 30, 2023. Following the delisting, HLCM shares will no longer be tradable on the PSE.
These are the steps to follow based on the instructions of Stock Transfer Service, Inc (STSI), the Tender Offer and Stock Transfer Agent.
Step 1: Convert Scripless Shares to Physical Certificates
If you hold scripless or digital shares with us, you need to convert these shares (uplift) to physical certificates. The deadline for receiving upliftment requests is 5pm on October 13, 2023. To initiate the conversion, please submit the following ORIGINAL documents to us:
- Upliftment Request Form
- Photocopy of two (2) government-issued IDs bearing your signatures
- Signature Card
A processing fee of ₱167 will be charged to your trading account.
Email scanned copies of the accomplished documents to customerservice@firstmetrosec.com.ph
Forms can be downloaded at https://help.firstmetrosec.com.ph/hc/en-us/articles/21243062518681-HLCM-Tender-Offer-Forms
Once the physical certificates are ready, we will promptly notify you and make arrangements according to the instructions you provide in the Upliftment Request Form. You can choose to have the certificates delivered via mail or opt to pick them up from our office. If the shares are not claimed within 30 days, we will proceed to deliver them to your registered mailing address.
Step 2: Submit Tender Documents
To tender your HLCM shares, you need to submit the following ORIGINAL documents to Stock Transfer Service, Inc. (STSI) on or before 12 NOON of October 30, 2023:
- 3 copies of Application to Tender
- 3 copies of Deed of Absolute Sale
- Endorsed Stock Certificate signed by shareholder
- 2 copies of Irrevocable Proxy
- Special Power of Attorney
- 2 copies of Specimen Signature Card
- 2 valid IDs with your photo and signature
- Proof of acquisition cost of the tendered shares
- Copy of Tax Identification Number with BIR RDO Code
Forms can be downloaded at https://help.firstmetrosec.com.ph/hc/en-us/articles/21243062518681-HLCM-Tender-Offer-Forms
The contact details of STSI are:
Telephone: 8403-2410 / 5307-5037
Address: Stock Transfer Service, Inc. (STSI)
34F Unit D, Rufino Pacific Tower
6784 Ayala Ave., Makati City 1200
It is important to note that a Notarized, Consularized, or Apostilled Irrevocable Special Power of Attorney is a requirement for individuals who are unable to personally submit these documents.
Step 3: Collect Initial Payment
On November 9, 2023, STSI will disburse the initial payment amounting to 75% of the tender offer proceeds to you through a check. You have the option to collect the check at STSI's office from November 9, 2023, and for the next thirty (30) days thereafter. Should the checks remain unclaimed during this period, STSI will proceed to deliver them to the shareholders at the registered address provided in the Application Form.
Please note that the remaining 25% will be disbursed to you after you have obtained a Certificate Authorizing Registration (CAR) from the Bureau of Internal Revenue (BIR) and submitted it to STSI.
Step 4: Secure Certificate Authorizing Registration (CAR)
A CAR, issued by the BIR, serves as proof of tax payment on the shares you've sold, covering both CGT and DST. Without this Certificate, the BIR will not allow the issuance of a new stock certificate in the buyer's name.
The tendering shareholder shall be responsible for the filing of the CGT Return and DST Return, and payment of the applicable CGT and DST within the period provided by law. The Bidder has engaged Isla Lipana & Co. (“PwC Philippines” or the “Tax Consultant”) as tax consultant to assist the tendering shareholders in securing the CAR from the BIR. Tendering Shareholders may opt to process their own CAR. However, Tendering Shareholders who prefer the Tax Consultant to secure the CAR on their behalf should submit the required documents to the Tender Offer Agent on or before December 20, 2023.
After obtaining the CAR, you need to submit it to STSI to claim the remaining 25% of the tender offer proceeds. This payment will be made within five (5) calendar days of submission.