TOP FRONTIER Investment Holdings, Inc. on Monday said that it had finalized the sale of P10.86-billion worth of shares to Ramon S. Ang’s Far East Holdings, Inc.
In a regulatory filing, the company said it had completed and closed the sale of 45 million common shares valued at P241.42 apiece to Far East Holdings where Mr. Ang holds a 100% stake. He is also the president and chief executive officer of Top Frontier.
The subscription price was based on the midpoint of the range under FTI Consulting, Inc.’s independent valuation of the common shares, which yielded a low-end price of P196.14 per share and a high-end price of P286.70 per share.
Top Frontier likewise said that Far East Holdings now owns about 11.91% of the listed firm’s outstanding common shares.
In a separate disclosure, the company said Mr. Ang currently owns 75,887 direct shares and 131.66 million indirect shares of Top Frontier, with a total stake of 34.86%.
Broken down, Mr. Ang owns about 49.8 million shares via Master Year Ltd. where he acts as the sole shareholder, and 36.86 million shares through Privado Holdings Corp. where he is the 100% owner. The two firms hold a combined stake of about 26.03% in the company, based on its ownership report on June 8.
Top Frontier said the listing of the shares will be presented to its shareholders for approval during its annual stockholders’ meeting on Aug. 3.
The company earlier disclosed that it had entered into a subscription agreement with Far East Holdings on June 7, which covered the subscription of 45 million shares out of its unissued common shares.
The agreement also included amendments to the terms and conditions of the perpetual securities of Top Frontier.
This includes the change in the distribution rates and the inclusion of a convertibility feature of the perpetual securities into common shares of Top Frontier at a conversion price of P289.70 per common share.
Earlier, the company’s board of directors approved the share sale at a subscription price of about P10.86 billion, which is to be fully paid in cash on or before June 30.
It added that sale proceeds were intended for general corporate purposes, which included the payment of financial obligations and distributions.
Top Frontier is the parent company and the owner of 61.77%, or the controlling stake, in San Miguel Corp. (SMC), one of the country’s largest listed conglomerates.
SMC is engaged in industries such as beverage, food, packaging, property, fuel and oil, energy, infrastructure, and banking. Mr. Ang is also the president and chief operating officer of SMC.
On Monday, Top Frontier shares rose 0.09% or 10 centavos to P110.10 apiece. — Adrian H. Halili
