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Bourse gives San Miguel until Monday to comply

By Jenniffer B. Austria

THE Philippine Stock Exchange is giving San Miguel Corp. until Monday morning to provide it with additional information regarding its option to buy a majority stake in oil refiner Petron Corp.

In a letter to San Miguel senior vice president and chief operating officer Ferdinand Constantino, the Exchange said it required information that could be expected to materially affect market activity and the prices of San Miguel and Petron.

This includes key terms of the option agreement, such as the price per share if the option is exercised, the duration of the option, the number of shares covered, payment terms, any penalties if the option is not exercised, and any fees that might apply to the transaction.

The Exchange also wants to know the basis on which the option price was determined, if there are any anticipated dividends in the underlying asset, and who is entitled to such dividends under the option agreement.

San Miguel is also being asked to explain the voting agreement that enabled the company to place three members on the Petron board even before it had exercised its option.

“We reserve the right to ask for other additional clarification or information on the foregoing matters as may be warranted to guide the investing public in their investment decisions,” the Exchange said.

San Miguel earlier refused to provide the Exchange with a copy of its option agreement to buy out SEA Refinery Holdings B.V., majority owner of Petron, citing a confidentiality agreement.

Acknowledging this, the Exchange asked San Miguel to answer its questions instead.

San Miguel, which asked for time to furnish the information required, also assured the Exchange that it would comply with all applicable rules, particularly those that relate to minority shareholder protection and mandatory tender offers.

San Miguel earlier disclosed that the option agreement involved possible acquisition of 100-percent stake in SEA BV.

The option agreement can be exercised within the next two years.

In the meantime, three San Miguel officials were elected to the board of Petron: San Miguel chairman and chief executive Eduardo Cojuangco Jr., San Miguel president Ramon Ang, and San Miguel director Estelito Mendoza.

 

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