In a disclosure to the Philippine Stock Exchange, Piltel announced that it has issued an additional 820.25 million shares of its authorized common stock in connection with the conversion of 4.825 million Series K convertible preferred shares held by Smart. This, Piltel said, represents 32.7 percent of the total outstanding shares of common stock after such conversion.
In addition, Smart holds another 54.5 million Series K convertible preferred shares which it had acquired from PLDT last July 2. Smart said it intends to convert the remaining preferred shares into additional common shares of Piltel from the proposed increase in authorized capital stock of Piltel. The Series K preferred shares shall have a conversion ratio of 170 to one.
Trading of Piltel shares was halted for one hour pursuant to the revised listing rules requiring such trading halt upon announcement or disclosure of information leading to transactions resulting into issuance by a listed company of new voting shares to any party or to any persons acting in concert amounting to at least 10 percent but not more than 35 percent of total issued and outstanding capital stock of the issuer through a single or creeping transactions with a period of 12 months from initial disclosure.
As a general rule, the exchange shall not permit the listing of shares subscribed by related parties unless a rights or public offering is first undertaken.
Smart earlier entered into a sale and purchase agreement with parent PLDT to acquire the latter’s 59.3 million Series K convertible preferred in Piltel for P2.066 billion.
On full conversion, Smart and PLDT will own 92.1 percent of Piltel. PLDT’s stake in Piltel consists of 767 million common shares and 59 million Series K PLDT preferred shares convertible into Piltel common shares.
Before the end of the year, Smart said it intends to acquire another 45 percent of Piltel held by PLDT via the acquisition of Piltel’s common shares, thereby consolidating PLDT’s wireless holdings.