1. What is the Tender Offer (TO) of Premium Leisure Corp. (PLC)?
The tender offer is intended to be conducted for the purpose of delisting PLC shares from the Main Board of the PSE.
Sections 2(c) and (d) of the PSE Memorandum CN No. 2020-0104 (Amended PSE Voluntary Delisting Rules) requires that a tender offer be conducted prior to the filing of a petition for voluntary delisting of listed shares. In relation to this, Section 2(e) of the Amended PSE Voluntary Delisting Rules requires that, following the tender offer, the persons proposing delisting must have acquired at least 95% of the issued and outstanding capital stock of listed company for delisting (95% Threshold), subject to compliance with the other requirements set by the Amended PSE Voluntary Delisting Rules.
The Bidder intends to conduct a tender offer to acquire up to Six Billion Three Hundred Twelve Million Twenty-Six Thousand Six Hundred Sixty-Nine (6,312,026,669) common shares constituting 20.22% of the issued and outstanding capital stock of PLC from its stockholders (the Tender Offer Shares).
Belle’s Tender Offer for the shares of PLC will be deemed withdrawn in the event that the required acquisition of at least 95% of PLC’s issued outstanding capital stock will not be secured.
2. What is a Tender Offer (TO)?
Tender Offer means a publicly announced intention by a person acting alone or in concert with other persons (hereinafter referred to as “person”) to acquire outstanding equity securities of a public company as defined in SRC Rule 3, or outstanding equity securities of an associate or related company of such public company which controls the said public company.
3. Who is the bidder?
The Bidder, Belle, is a public corporation organized and duly existing under Philippines laws, registered with the SEC on 20 August 1973. Belle was originally incorporated in 1973 as Belle Mining and Oil
Exploration, Incorporated, however, in 1989, Belle developed a golf club named Tagaytay Highlands International Golf Club, Incorporated, which became its initial foray into the property development sector. Belle later changed its corporate name to the present one in 1994 to underscore the shift in its principal activity. The business of Belle, through its subsidiaries and affiliates, includes mainly real estate development, principally in the high-end leisure property market, gaming, and various investment holdings. Belle was listed in the PSE on February 2, 1977 (PSE: BEL).
4. What are the details of the offering?
Tender Offer Size | Up to 6,312,026,669 common shares of Premium Leisure Corp (PLC) |
Tender Offer Price | Php0.85 per common share |
Tendering Shareholder Expenses | Broker’s selling commission + VAT; and customary selling charges in the amount of 0.621% of the total transaction value (Sales Tax – 0.60%, SCCP – 0.01%, SEC Fees – 0.005%, PSE Fees – 0.005%, SIPF – 0.001%) |
Entitlement | Every registered owner of the Tender Offer Shares of PLC as of any date during the Tender Offer Period is entitled to tender for sale his/her/its Tender Offer Shares to Belle Corporation in accordance with the Terms of the Tender Offer and the Tender Offer Report. |
Tender Offer Period |
The Tender Offer Period shall be during business hours and will commence on March 22, 2024, at 9:30 a.m., and end on April 24, 2024 at 3:00 p.m., unless extended by the Bidder, with prior approval of the SEC. During the Tender Offer Period, any Tendering Stockholder of the Company may offer all or a portion of their common shares in the Company for acceptance by, and sale to, the Bidder in accordance with, and subject to the terms and conditions of the Tender Offer. Shareholders who previously tendered their shares are permitted to withdraw such tendered shares at any time while the Tender Offer Period remains open. |
Deadline to inform FMSec if will tender | April 19, 2024, 12noon |
Tender Offer Agent |
BDO Securities Corporation Contact Persons: Mr. John Manuel Manaloto Ms. Maria Agnes Santiago Telephone: +632 8840 7878 Address: 33rd Floor, BDO Towers Valero 8741 Paseo de Roxas Makati City, Philippines Email Address: bdosec-customercare@bdo.com.ph |
Stock Transfer Agent |
BDO Unibank, Inc. – Trust and Investments Group Securities Services (Stock Transfer) |
Closing Date | May 9, 2024 |
Cross Date | May 7, 2024 |
Settlement Date | May 9, 2024 |
5. What is the purpose of the tender offer?
This Tender Offer is conducted to comply with the Amended PSE Voluntary Delisting Rules, in view of Belle’s intention to delist PLC shares from the Main Board of the PSE. Sections 2(c) and (d) of the Amended PSE Voluntary Delisting Rules requires that a tender offer be conducted prior to the filing of a petition for voluntary delisting of listed shares.
PLC’s public ownership totaling 20.08% is comprised of 6,267,577,673 outstanding common shares. The number of PLC shares that trade daily on the PSE is 10,440,698 shares on average, comprising only 0.17% of the public float, over a one year period from 17 March 2023 to 19 March 2024. Given the low trading volume, Belle believes that the share value of PLC does not reflect its intrinsic value, which makes it prohibitive for PLC to raise capital. As such, Belle intends to delist PLC shares from the Main Board of the PSE.
6. What are the plans/proposals of the bidder?
Belle has no plans or proposals which would relate to or would result in:
(a) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
(b) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;
(c) Other than a change in the present board of directors of PLC for shareholder approval at the scheduled shareholders’ meeting on 22 April 2024, there are no plans or proposal to change the number or term of directors, to fill any existing vacancy on the board or to change any material term of the employment contract of any executive officer;
(d) Any material change in the present dividend rate or policy or indebtedness or capitalization of the issuer; and
(e) Any other material change in the issuer's corporate structure or business.
7. Where can I learn more about PLC’s Tender Offer?
See PSE’s Tender Offer Report HERE.
8. How do I participate in the PLC Tender Offer?
Log in to your FirstMetroSec account and go to ACCOUNT > CORPORATE ACTIONS.
You may also refer to the full instructions HERE.