Mic Holdings seeks to amend incorporation papers

MANILA, Philippines - Romero-led Mic Holdings is seeking approval by the Securities and Exchange Commission (SEC) of certain amendments in its articles of incorporation as approved and ratified by the board of directors and stockholders.

These include the increase in authorized capital from P100 million to P2.1 million, reduction in par value from P100 per share to P1 per share, and increase in the number of board of directors from seven to nine.

The company said that subject to confirmation by the board of directors, the implementation of the amendment of pertaining to the change in corporate name from Mic Holdings to Globalport Terminals Inc. and the addition to the secondary business purposes has been deferred.

Earlier, Mic also announced that Sultan 900 Capital has fully paid its subscription to 457,878 unissued capital stock of the former which subscription has been approved by Mic’s shareholders and board of directors.

Mic was acquired by Romero’s private investment company Sultan 900 Capital Inc. last August from the group of businessman Antonio “Tonyboy” Cojuangco recently for P175 million.

Last Sept. 28, Mic’s shareholders gave their go-signal to the increase in Mic’s authorized capital stock from P100 million to P2.6 billion to be implemented in two phases: initially at P2.1 billion and then to P2.6 billion within a period of six months from approval by the SEC of the increase in authorized capital stock to P2.1 billion or sooner as the board of directors may determine; as well as to the change in the par value from PlOO to P1 per share.

Mic chairman and president Michael Romero told The STAR that the increase in authorized capital will allow his group Sultan 900 to infuse additional funds into the company.

The stockholders also authorized the change in the corporate name from Mic Holdings to Globalport Terminals, Inc.; the amendment in the company’s secondary purpose to include owning, investing, managing, operating, maintaining, and developing port facilities, including other maritime activities supportive of port operations and shipping; and increase in the number of directors from seven to nine.

The stockholders also approved the subscription by Sultan 900 Capital Inc., the company owned by port operator Michael Romero that bought into Mic, to P500 million of the increased authorized capital stock to P2.1 million with an option to subscribe to 1.5 million shares from the increased authorized capital stock within a period of six months from full payment of P500 million or sooner as the board may determine, and waiver of the requirement to conduct a rights or public offering for the subscription.

They likewise acceded to the subscription by Sultan 900 Capital Inc. of the 457,878 unissued capital stock of the corporation and the waiver of the conduct a rights or public offering for the subscription.

Earlier, Romero told The STAR that Mic Holdings will be asking the Philippine Stock Exchange (PSE) that it be allowed to postpone its compliance with the minimum 10 percent public float requirement until the third or fourth quarter of next year.

Romero also said that they expect to completely turnaround the company’s performance very soon. “Once the additional capitalization of about P2.5 billion has been pumped in, Mic could expand more aggressively and income-generating activities would augment the company’s expansion,” he said in an interview.

The company is looking at acquiring at least seven domestic ports and a acquiring and/or operating a number of foreign ports. Mic is participating in biddings to operate international ports, such as those in Guam, Vietnam, Russia, Sri Lanka, and Indonesia.

Mic also plans to acquire new companies, which include those that are into ports, information technology, dredging, and logistics.

The company will likewise soon undergo a corporate restructuring, which may include acquiring existing port-related businesses of the Harbour group, Romero revealed.

Mic plans to raise at least $200 million starting second or third quarter next year to acquire and operate both domestic and foreign-based seaports.

Romero said that $100 million will be for the acquisition of seven domestic ports while another $100 million at least will be for foreign ports. This will be financed from both internally generated funds and new equity. Mic is planning to do a follow on offering. “We might have to float another tranche. It depends on the size of the foreign port,” he said.

Plans are to consolidate Romero’s existing port operations which include Harbour Centre and Manila North Harbor into Mic.

Romero, president of Harbour Centre Ports Terminal Inc. (HCPTI) and chairman of Manila North Harbour Ports Terminal Inc. (MNHPI), said that they are being “swarmed” with offers from foreign investors as well as port operators who want to invest or enter into joint venture agreements with his group. “At the same time, we are also offering to enter into partnerships or acquire both domestic and foreign ports,” he disclosed.

HCPTI owns 65 percent of MNHPI, a joint venture with Petron Corp., and holds the 25-year contract to develop, manage, and operate North Harbor.

Romero’s group also owns Harbour Centre, a 15-hectare multi-purpose private commercial terminal located within the 79-hectare port-city complex called Manila Harbour Centre.