Based on the registration statement filed with the SEC, Philtread will offer 500 million new shares together with 100 million detachable warrants convertible into common shares at P2 a piece.
Shareholders can subscribe to five rights shares for every one common share held as of a record date yet to be set by the company. Those who subscribe to the rights shares will be issued warrants for free at the ratio of one warrant for every five rights shares purchased at the exercise price of P2 per share. Each warrant shall also entitle the holder to subscribe to one common share.
The warrants, which will be listed at the Philippine Stock Exchange, may be exercised over a two year period.
Philtread is 40.45percent owned by ATR-King Eng Capital Partners Inc., Philex Mining Corp. (24.74 percent), Bridgestone/Firestone Inc. (13.14 percent) and Motherwell Inc. (5.95 percent).
The offering is in line with the company’s ongoing reorganization and transformation into a diversified financial services company.
Net proceeds from the offering, amounting to P956.51 million, will be used to partially finance the acquisition of the entire issued and outstanding capital stock of investment house ATRKE Capital.
Philtread said if the closing of the purchase and sale transaction take place prior to March 31, the purchase price shall initially be fixed at P1.07 billion, which is the audited fiscal yearend net book value of ATRKE Capital as of the same period.
ATRKE Capital’s primary business is investment banking, focusing on corporate finance and fixed income, securities brokerage and trust services. It ranks as among the top 10 investment houses in the country as of end 2001.
The company was originally known as Peregrine Capital Philippines Inc., the Philippine affiliate of Peregrine Investment Holdings Ltd. of Hong Kong until the ATR Holdings Group acquired 100 percent ownership in 1998. A year later, ATR sold its 43.03 percent ownership in ATRKE Capital to Kim Eng, a Singaporean listed investment holding company that owns a network of stockbrokerages in the Asian region as well as sales offices in New York and London.
The ATR Group is composed of local investment bankers Ramon Arnaiz, Manuel Tordesillas and Lorenzo Roxas together with US-based private equity fund Gilbert Global Equity Partners Inc.
The board of Philtread will change its name to ATR King Eng Financial Corp. to reflect its new primary business. – Zinnia dela Peña