The board of Phinma Energy Corp., to be renamed AC Energy Philippines, has approved a stock rights offering of up to 2.27 billion shares at a price range of between P2.25 and P2.37 per share.
The board also approved the share swap between the company and AC Energy Inc. of the Ayala Group and the issuance of 6,185,182,288 shares of stock in the company in favor of AC Energy at P2.37 per share in exchange for AC Energy’s shares of stock in several subsidiaries and affiliates.
Phinma Energy said the price was within the range determined in the fairness opinion issued of FTI Consulting Philippines Inc., an accredited independent financial valuation company.
AC Energy’s board approved the management’s proposal not to exercise its pre-emptive rights in the first round of Phinma Energy’s stock offering to enable minority shareholders of Phinma Energy to recover from partial dilution following the share swap.
It said “in the event there are any unsubscribed shares after the first round, AC Energy will subscribe to its pro-rata share in these unsubscribed shares.”
Phinma Energy voluntary suspended the trading of its shares from Oct. 9 to Oct. 10 as the board discussed the share swap and stock rights offerings.
AC Energy, the energy platform of Ayala Corp., in June completed the acquisition of a combined 51.48-percent stake in Phinma Energy by Phinma Inc. and Phinma Corp.
AC Energy acquired the Phinma group’s stake through a purchase of secondary shares for P3.669 billion.
AC Energy also subscribed to 2.632 billion Phinma Energy primary shares at par value. Meanwhile, the mandatory tender offer for Phinma Energy shares ended on June 19 involving 156,476 shares.
AC Energy acquired a total of 7.5 billion shares of Phinma Energy corresponding to 68 percent for a total value of P6.3 billion.
The Philippine Competition Commission cleared the transaction on April 11.