TUBIG PILIPINAS Holdings, Inc. (TPHI) plans to conduct at least one follow-on offering within a year of completing its P6.65-billion share-swap acquisition to restore its public float to the minimum required by the Philippine Stock Exchange (PSE).
“TPHI shall initiate and pursue fundraising activities that include at least one follow-on offering that shall be conducted by the company within one year from the completion of the share swap,” the company said in its comprehensive corporate disclosure on Monday.
The company’s public float fell to 10.64% from 28.31% following its acquisition of Tubig Pilipinas Group, Inc. (TPGI), prompting the PSE to suspend trading in its shares on Monday.
Under the exchange’s backdoor-listing rules, the company is required to maintain a minimum public float of 20%.
TPHI has yet to disclose the proposed offering’s size, price, or specific timetable.
The latest suspension, imposed under the PSE’s amended minimum public ownership rule, came four days after the exchange lifted an earlier suspension related to the company’s compliance with its revised backdoor-listing rules.
In a disclosure on Monday, TPHI said it received a certificate authorizing registration from the Bureau of Internal Revenue on Oct. 16, after which it issued shares pursuant to the acquisition.
The transaction involved the issuance of new common shares to Pure Water Corp., Quadwater Corp., and CEF2 A09 B.V. in exchange for their combined 100% ownership of TPGI.
The acquisition was valued at approximately P6.646 billion, based on an independent valuation prepared by Isla Lipana & Co.
Following the share swap, TPHI’s outstanding shares increased to approximately 106.46 billion from 40 billion, while the number of publicly held shares remained unchanged at about 11.33 billion.
Pure Water and Quadwater each hold a 37.65% stake in the listed company, giving them a combined ownership of 75.3%, according to the disclosure.
TPGI operates 12 water facilities nationwide and has five projects under construction, according to the company.
The acquisition forms part of TPHI’s shift to water infrastructure following the divestment of its former coal-related subsidiary, Titan Mining Energy Corp. — Sheldeen Joy Talavera