CHP secures PSE and SEC approvals
CEMEX Holdings Philippines, Inc. (“CHP” or the “Company”) announced that the Philippines Securities and Exchange Commission (“SEC”) has approved CHP’s application for the increase in CHP’s authorized capital stock on 27 February 2020. Pursuant to Section 10.1 (e) and (i) of the Securities Regulation Code, the common shares of CHP offered at the price of Php 1.54 per share were issued following the successful completion of the stock rights offering (“SRO”) with the offer period ending 24 January 2020. Following this approval and considering the previous approval from The Philippine Stock Exchange, Inc. (“PSE”) of CHP’s application for listing of additional shares and the SEC’s confirmation of exempt transaction on the SRO, 8,293,831,169 common shares of CHP with a par value of Php 1.00 per common share (the “Offer Shares”) will be listed and start trading on the PSE on 4 March 2020.
The SRO was completed with strong participation from both foreign and domestic shareholders. Post-SRO, public float for CHP would comprise 3,283,007,966 common shares or 24.3% of the total issued and outstanding 13,489,226,623 common shares. The remaining shares are held by CEMEX Asian South East Corporation, the principal shareholder of CHP and a subsidiary of CEMEX, S.A.B. de C.V.
The total proceeds raised from the SRO amounted to Php 12,772.5 million. After deducting estimated applicable taxes, professional fees and expenses, net proceeds are expected to be approximately Php 12,541 million, which would be used by CHP primarily to fund the expansion of its Solid Cement plant, including to pay outstanding amounts owed by (i) 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 (ii) APO Cement Corporation (“APO”) under a loan agreement dated 1 October 2014, as amended, between APO, as borrower, and CABV, as lender, and for other general corporate purposes.
Post this capital raise, CHP’s net debt is expected to be reduced from Php 18.7 billion to Php 6.1 billion on a proforma basis as at 31 December 2019, leaving its balance sheet in a much stronger position.
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.
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.