PSE closes acquisition of BAP shares in PDS

MANILA, Philippines — The Philippine Stock Exchange Inc. (PSE) has sealed its acquisition of the stake of the Bankers Association of the Philippines (BAP) and certain member-banks in the Philippine Dealing System Holdings Corp. (PDS).

In a stock exchange filing, the PSE said the transactions under the share purchase agreement with BAP, for itself and on behalf of BAP Data Exchange Inc. and certain member-banks, have been closed.

“As of Feb. 24, 2025, BAP, together with some of its members banks fulfilled the closing conditions for the company’s acquisition of an additional 1.17 million common shares of BAP, representing 18.8 percent of the issued and outstanding shares of PDS pursuant to the share purchase agreement (SPA) executed on Jan. 28, 2025,” it said.

The PSE said that one member bank of BAP acceded to the share purchase agreement for the sale of 28,792 common shares of stock of PDS, while two members of BAP did not proceed with closing, which resulted in 1.17 million common shares acquired upon closing.

The two BAP member banks have not yet fulfilled the closing conditions, according to the exchange.

The PSE did not disclose the name of the banks.

The BAP is the association of universal and commercial banks and authorized representative of individual bank shareholders of PDS.

A term sheet was initially signed by the PSE with the BAP, for itself and on behalf of BAP Data Exchange and certain member-banks, in late December last year.

Under the term sheet, BAP agreed to sell up to 1.8 million common shares, equivalent to 28.83 percent of the total issued and outstanding stock of PDS.

Last month, the PSE entered into a share purchase agreement with BAP, for itself and on behalf of BAP Data Exchange and certain member-banks, to acquire 1.16 million common shares equivalent to 18.62 percent interest in PDS.

The PSE has also earlier closed the transactions under the SPAs with Singapore Exchange Ltd, Whistler Technologies Inc., San Miguel Corp., Golden Astra Capital Inc., Financial Executives Institute of the Philippines Research and Development Foundation, Investment House Association of the Philippines and AIA Philippines Life and General Insurance Co. Inc.

“With the company’s existing 20.98 percent equity interest in PDS and the closing of the transactions with SGX, WTSI, SMC, Golden Astra, FINEX Foundation, IHAP, AIA and BAP and some of its member banks, the company will beneficially own 78.33 percent of PDS,” the PSE said.

The PSE intends to align the Philippine capital market with other markets globally which have a single exchange structure for fixed income and equities through the transactions.

It also seeks to provide investors with a facility to trade fixed income, equities and other products in a unified marketplace.

The PDS is the holding company that owns the Philippine Dealing and Exchange Corp., the operator of the fixed income exchange. It also owns the Philippine Depository and Trust Corp., which serves as the depository for equities and fixed income securities.