MANILA, Philippines — The Energy Regulatory Commission (ERC) said the National Grid Corp. of the Philippines (NGCP) has complied with the listing requirement after it was acquired by Synergy Grid and Development Philippines Inc. (SGP).
In an order dated May 26, the power regulator declared that the acquisition by SGP of 40.2 percent of the outstanding capital stock of NGCP satisfies the dispersal of ownership requirement under Section 8 of Republic Act 9511 or NGCP’s charter.
Under the law, the NGCP is required to comply with its statutory requirement to offer its shares to the public within 10 years from Jan. 15, 2009.
The same law also allows the ERC to grant requests for extensions, subject to certain conditions.
Section 8 of the law states that the NGCP can either make a public offering of at least 20 percent of its outstanding capital stock or through the listing in the Philippine Stock Exchange (PSE) of any company which directly or indirectly owns at least 30 percent.
“The law further provides that in the case of the second mode of compliance, the same shall be considered full compliance with the dispersal of ownership requirement,” the ERC said.
In May last year, SGP raised its authorized capital stock to exchange for shares of stock in OneTaipan Holdings Corp. owned by Henry Sy Jr. and Pacifica21 Holdings Inc. owned by Robert Coyiuto Jr., the two companies that control the NGCP.
SGP issued 4.1 billion common shares at P20 per share in exchange for 67 percent of the outstanding shares of OneTaipan and 67 percent of the outstanding shares of Pacifica21.
As a result of the share swap, SGP owned 40.2 percent of NGCP, transforming the company into the holding company of the grid operator.
“Therefore, when SGP acquired 67 percent of the total outstanding shares of stock of OneTaipan and Pacifica21, respectively, indirect ownership of 40.2 percent of the outstanding shares of stock of NGCP was acquired by SGP. Considering that SGP is a company listed in the PSE, NGCP is compliant with Section 8 of RA No. 9511,” the ERC said.
Last November, SGP conducted a follow-on offering (FOO) of 1.05 billion primary shares with an overallotment option of up to 101 million secondary shares at P12 apiece.
The FOO was done to comply with NGCP’s franchise undertakings, which include the offer at least 20 percent of its outstanding capital stock through the completed share swap and FOO.
The ERC said SGP met the minimum public ownership requirement under the rules of the Securities and Exchange Commission (SEC) and the PSE when it conducted a FOO to disperse at least 20 percent of its capital stock to the public in November 2021.
NGCP holds the 25-year concession contract to operate the country’s power transmission network.
It is 60 percent controlled by Filipino-owned entities One Taipan Holding Corp.’s Monte Oro Grid Resources led by Sy and Pacific21’s Calaca High Power Corp. led by Coyiuto. The remaining 40 percent is held by State Grid Corp. of China as its technical partner.