SEC Okays Registration of P6.4 B Shares of Villar Holding Company
Byline: JAMES A. LOYOLA
The Securities and Exchange Commission (SEC) has approved the registration of the P6.42-billion worth of shares of Vista Land & Lifescapes Inc., the newly-incorporated holding firm of the Villar family, paving the way for its tender offer for C&P Homes shares and its listing by introduction.
SEC documents show that Vista Land is making a tender offer for 1.89 billion shares of subsidiary C&P Homes Inc. through a 1-for-1 share swap worth about P4.65 billion.
Vista Land said it has entered into an agreement with Villar firms Fine Properties and Brittany Corporation for their majority stake in C&P amounting to 3.02 billion shares.
In consideration for these shares, Vista Land issued to the majority shareholders one Vista Land share for every one C&P common share held. It is now complying with tender offer rules by offering other C&P shareholders the same deal.
The tender offer is being made on the basis of the book value of Vista Land shares against the adjusted book value of the C&P shares as of December 31, 2006 as adjusted for the effect of the floating rate notes restructuring which was completed last March 9.
After the tender offer, Vista Land will be listed at the PSE by way of introduction while C&P will be simultaneously withdraw its listing.
Under the PSE's revised listing rules providing for listing via introduction, when the shares of a holding company which are issued in exchange for those of a listed firm, the listed firm is withdrawn at the same time as the listing of the shares of the holding company.
Minority shareholders who accept the tender offer will immediately become shareholders of the listed Vista Land while those who do not participate in the tender offer will continue to be shareholders of the delisted C&P.
Vista Land has filed an application with the Securities and Exchange Commission to raise its capital to P12 billion from only P4 million in preparation for the share swap and the listing of its shares. …