SAN MIGUEL Food and Beverage, Inc. (SMFB) has completed the share-swap transaction consolidating the traditional units of parent San Miguel Corp. (SMC) under its portfolio.
In a disclosure on Thursday, SMFB said it had completed the P336.35-billion transaction involving its issuance of 4.24 billion new shares to SMC, in exchange for the company’s 7.86 billion common shares in San Miguel Brewery, Inc. (SMB) and 216.97 million shares in Ginebra San Miguel, Inc. (GSMI).
SMFB now serves as the holding company for SMC’s food and beverage, liquor, and brewery businesses, with SMB and GSMI as its subsidiaries. It now holds an ownership of 51.16% and 78.26% in SMB and GSMI, respectively, while SMC’s stake in SMFB will increase to 95.87% from 85.37% as of September last year.
Following the completion of the share swap, SMFB said it had filed an application with the Philippine Stock Exchange (PSE) to list the new shares it had issued to SMC.
The share-swap transaction is part of the San Miguel group’s internal restructuring, in a bid to create a “significant consumer food and beverage vertical market under SMC.” The company also expects the restructuring to enhance its trading liquidity and broaden the shareholder base to institutional and retail investors.
SMFB’s public float now stands at 4.12%, less than half of the minimum public ownership rule of 10% set by the Securities and Exchange Commission (SEC). The company targets to conduct a follow-on offering worth up to P142 billion by year-end to meet this requirement, filing with the SEC last August a registration statement to sell up to 1.02 billion common shares at up to P140 each.
The company looks to announce the final price of the shares on Oct. 19, after securing the approval of both the SEC and the PSE. The offering is scheduled to run from Oct. 23 to 29, with the crossing of the offer shares slated for Nov. 6.
The completion of the share-swap deal came amid a complaint filed by Josefina Multi-Ventures, Inc., a minority stockholder of GSMI, for an alleged violation of the mandatory tender offer rule before SMFB’s consolidation.
Josefina Multi-Ventures said in a case filed with the SEC that SMFB should have conducted a tender offer for the benefit of the minority shareholders of GSMI.
The SEC noted that it had created a special panel to hear the complaint.
SMFB grew its net income attributable to the parent by 16.7% to P9.26 billion in the first six months of 2018, after gross revenues expanded by 15.4% to P137.44 billion.
Shares in SMFB went up five centavos or 0.05% to close at P94.50 each at the stock exchange on Thursday. — Arra B. Francia
