CHP announces close of Stock Rights Offering
CEMEX Holdings Philippines, Inc. (“CHP” or the “Company”) today announced that the stock rights offering (“SRO”) of 8,293,831,169 common shares with a par value of Php 1.00 per common share (the “Offer Shares) set at the price of Php 1.54 per share was successfully completed with the offer period ending last 24 January 2020. The total number of shares issued pursuant to Securities Regulation Code, Section 10.1 (e) and (i) is 8,293,831,169 common shares. Post-SRO and subject to the approval from the Securities and Exchange Commission of CHP’s application for increase of authorized capital stock, CHP would have a total of issued and outstanding 13,489,226,623 common shares. The listing date for the Offer Shares is tentatively set on 4 March 2020.
The total proceeds raised from the SRO amounted to Php 12,772,500,000 and would be used by CHP primarily to fund the expansion of its Solid Cement plant, including to pay outstanding amounts owed by Solid Cement Corporation (“Solid”) under a credit facility agreement dated 21 November 2018, as amended and restated, between Solid, as the borrower, and Cemex Asia B.V. (“CABV”), as the lender, which facility agreement has been used to fund the expansion project, and for other general corporate purposes, including paying outstanding amounts owed by APO Cement Corporation (“APO”) under a loan agreement dated 1 October 2014, as amended, between APO, as borrower, and CABV, as lender.
The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch is acting as the Global Coordinator while BDO Capital & Investment Corporation serves as the Underwriter for the transaction.
A confirmation of exempt transaction was issued by the Securities and Exchange Commission (“SEC”) last 11 December 2019. On 11 December 2019, the Philippine Stock Exchange (“PSE”) approved CHP’s application for the listing of additional shares on the PSE. Both the SEC’s and PSE’s approvals are subject to CHP’s compliance with all post-approval requirements of the SEC and the PSE, respectively.
THE OFFER OF THE OFFER SHARES IS EXEMPT PURSUANT TO SECTIONS 10.1(e), and 10.1 (i) OF THE SECURITIES REGULATION CODE OF THE PHILIPPINES (THE “CODE”) AND, ACCORDINGLY, THESE SHARES HAVE NOT BEEN REGISTERED WITH THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION. ANY FURTHER OFFER OR SALE THEREOF IS SUBJECT TO REGISTRATION REQUIREMENTS UNDER THE CODE UNLESS SUCH OFFER OR SALE QUALIFIES AS AN EXEMPT TRANSACTION PURSUANT TO SECTION 10 OF THE CODE.
CHP, a listed company at the Philippine Stock Exchange, is one of the leading cement producers in the Philippines, based on annual installed capacity. CHP produces and markets cement and cement products, such as ready-mix concrete and clinker, in the Philippines through direct sales using its extensive marine and land distribution network. Moreover, CHP’s cement manufacturing subsidiaries have been operating in the Philippines with well-established brands, such as "APO," "Island," and "Rizal," all having a multi-decade history in the country.
CHP is an indirect subsidiary of CEMEX, S.A.B. de C.V., one of the largest cement companies in the world based on annual installed cement production capacity. The shares of CEMEX, S.A.B. de C.V. are listed on the Mexican Stock Exchange and the New York Stock Exchange.
For more information on CHP, please visit website: www.cemexholdingsphilippines.com
This announcement contains forward-looking statements and information that are necessarily subject to risks, uncertainties, and assumptions. CHP assumes no obligation to update or correct the information contained in this announcement.
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction in which such an offer would be unlawful, and any securities described in this press release may not be offered or sold in the United States absent registration or an exemption from registration. Any offering of securities by the Company in the United States would be made by means of a prospectus, which would be obtainable from the Company and would contain detailed information about the Company and it’s management, as well as the Company’s financial statements.