TENDERED SHARES of Holcim Philippines, Inc. are subject to capital gains tax (CGT) and documentary stamp tax (DST) and not the standard stock transaction tax, the local bourse said, pointing to the continuing trading suspension of the cement maker’s shares.
“Aside from the applicable tax rate, the shareholders have to facilitate all the documentary requirements, including the relevant tax clearance from the [Bureau of Internal Revenue (BIR)], needed to transfer shares sold outside of the exchange,” the Philippine Stock Exchange (PSE) said in a statement over the weekend.
BIR regulation requires every sale, barter, exchange or other disposition of shares of stock of a publicly listed company that is noncompliant with the minimum public ownership to be subject to CGT and DST, the exchange said.
Under Revenue Regulation No. 16-2012, a final tax of either 5% or 10% on the net capital gains would be imposed on every sale, barter, exchange or other disposition of shares for noncompliant companies.
The PSE said shareholders have to facilitate all the documentary requirements, including the relevant tax clearance from the BIR, needed to transfer shares sold outside of the stock exchange.
The clarification comes after the PSE suspended the trading of Holcim shares when Dutch firm Holderfin B.V. last month purchased 594.95 million common shares or 9.22% of the company’s outstanding capital stock from Sumitomo Osaka Cement Co., Ltd.
The deal resulted in Holcim’s public float falling to 5.05% or below the 20% minimum requirement of the PSE.
Holderfin conducted a tender offer for 325.58 million of Holcim’s issued and outstanding common shares at P5.33 apiece.
“[Holcim] now wishes to assign the responsibility of addressing this tax predicament to the exchange by informing shareholders that the matter can only be resolved if the suspension on its shares will be lifted by PSE,” the exchange said.
“The PSE takes strong exception to this ‘finger-pointing’ attempt of the company. The lifting of the suspension is not a discretion or prerogative that can be exercised by PSE,” it added.
Holcim said on Friday that the PSE had denied the company’s request to lift the trading suspension due to it being noncompliant with the minimum public ownership requirement.
It said the purchase by Holderfin and the tender offer settlement will have to be effected outside the facilities of the PSE.
Holcim “strongly urged“ shareholders who wish to participate in the tender offer to not tender their shares at the last minute “to allow sufficient time to correct any deficiency in their application.”
Additionally, the local bourse operator said problems and concerns would not have been encountered if the companies “took into consideration the interest of its public shareholders before implementing the share transaction.”
“They should have thoroughly considered the repercussions of the Holderfin share purchase on its public float before implementing the same,” the PSE said.
Holcim has yet to comment on the matter after it was sought over the weekend to give its side. — Adrian H. Halili
