MANILA, Philippines — Belle Corp., one of the portfolio investments of the Sy family’s SM Investments Corp. (SMIC), will start tomorrow its P5.3 billion tender offer to buy out the minority shareholders of subsidiary Premium Leisure Corp. (PLC), which will result in the latter’s delisting from the Philippine Stock Exchange.
The tender offer period will run from March 22 to April 24, according to the timeline approved by Belle’s board.
Based on the fairness valuation report prepared and submitted by First Metro Investment Corp., the tender offer price has been set at P0.85 per share.
First Metro was tapped to undertake the valuation study and issue a fairness opinion report.
Belle said First Metro, using various valuation methodologies, considered that PLC is fairly valued at between P0.60 and P0.85 per share.
The one-year volume weighted average price of PLC is at P0.60 per share.
“As required by the PSE rules on delisting, the tender offer price is the higher of the highest valuation based on the fairness valuation report prepared by First Metro, or the volume weighted average price of PLC shares for one year immediately preceding the date of posting of the disclosure of the approval by the PLC board of directors of PLC’s delisting from the PSE,” Belle said.
BDO Securities Corp. has been selected as tender offer agent.
Meanwhile, payment and settlement of the shares to be tendered was set from April 25, 2024 to May 9, 2024.
Belle will conduct a tender offer for all of the outstanding common shares of PLC for the purpose of eventually causing the filing of an application for the voluntary delisting of the latter from the PSE’s main board.
PLC has 31.217 billion outstanding shares, with minority stockholders currently owning about 20.1 percent of the company.
Belle said PSE rules on delisting requires that a party proposing the delisting of a listed company must show that it has acquired at least 95 percent of the outstanding capital stock of the listed company.
As such, Belle said its tender offer for the shares of PLC would be deemed withdrawn in the event that the required acquisition of at least 95 percent of PLC’s outstanding capital stock will not be secured.
Belle and PLC yesterday requested for voluntary suspension of the trading of their shares at the PSE to allow the investing public ample opportunity to absorb and assess the tender offer information.
PLC is a subsidiary of Belle which has a partnership with Melco Crown Entertainment, which in turn operates integrated casino resort City of Dreams at the Entertainment City.
PLC owns 100 percent equity investment in Premium Leisure and Amusement Inc., a grantee by the Philippine Amusement and Gaming Corp. of certificate of affiliations and provisional license to operate integrated resorts, including casinos, in the vicinity of PAGCOR Entertainment City.
Belle, for its part, is a co-licensee and owner of the land where City of Dreams is located.