BDO Leasing to appeal RS suspension with SEC

BDO LEASING and Finance, Inc. (BDOLF) will appeal the suspension of its registration statement (RS) with the Securities and Exchange Commission (SEC) after this was flagged for being “materially incomplete and inaccurate.”

This comes after parent bank BDO Unibank, Inc. sold its controlling stake in BDOLF to third parties and the revisions in BDOLF’s primary business to become a holding company.

In a filing with the local bourse on Monday, the leasing and financing arm of Sy-led BDO Unibank, Inc. said it wants to engage the SEC for a reconsideration of the regulator’s decision as soon as possible.

“BDOLF believes that there are no sufficient grounds for the suspension of its Registration Statement (RS),” it said, noting it has been transparent and timely with reporting material transactions.

“The protection of minority shareholders has always been considered by BDOLF. In particular, minority shareholders are vested with appraisal rights and the Mandatory Tender Offer will allow them to sell their shares at a premium,” BDOLF said.

Last week, the SEC’s Markets and Securities Regulation Department (MSRD) ordered the suspension of BDOLF’s registration statement, saying the information in the document has become “materially incomplete and inaccurate” after the company sold a controlling stake to third parties.

“The MSRD finds that the suspension of the RS is consistent with public interest and protection of investors as the RS is materially incomplete and inaccurate, and, if left unchecked, would tend to work a fraud on investors,” the SEC said on Feb. 14.

It cited that Rule 14 of the 2015 Implementing Rules of the Securities Regulation Code that an amended RS is needed to be filed with the SEC in circumstances such as a major change in the primary business of the issuer; reorganization of the company; or an increase in risk on the investment or on the securities covered by the registration.

Last month, BDO said it entered into an agreement to sell its equity stake worth 88.54% of BDOLF for about P5.451 billion as part of the restructuring of its leasing business. — LWTN