{"id":324208,"date":"2023-07-26T20:05:40","date_gmt":"2023-07-26T12:05:40","guid":{"rendered":"https:\/\/www.pinoyinvestor.com\/smartinvestor\/?p=324208"},"modified":"2023-07-26T20:05:42","modified_gmt":"2023-07-26T12:05:42","slug":"holcim-hlcm-tender-offer-tax-issue","status":"publish","type":"post","link":"https:\/\/www.pinoyinvestor.com\/smartinvestor\/holcim-hlcm-tender-offer-tax-issue\/","title":{"rendered":"HLCM tells tendering shareholders: Wait as we iron out tax issues"},"content":{"rendered":"\n

Analysis and Recommendation<\/h2>\n\n\n\n

Holcim Philippines Inc. (HLCM) has been suspended from trading following a drop in minimum public ownership (MPO) to 5.05% from 14.27% when Sumitomo Osaka Cement Co., one of HLCM’s majority shareholders, sold its 595 million common shares to Holderfin B.V., another majority shareholder of the company. (See also: Holcim Philippines (HLCM)\u2019s slick move shows how delisting can be quietly done<\/a>)<\/p>\n\n\n\n

Apparently, things are a not that easy as a BIR ruling back in 2012 (BIR RR No. 16-2021) imposes a capital gains tax (CGT) of between 5%-10% and Documentary Stamp Tax (DST) on the sale of shares instead of the lower Stock Transaction Tax of 0.60%.<\/p>\n\n\n\n

Moreover, tendering shareholders will be burdened by documentary requirements such as Certificate Authorizing Registration (CAR) and\/or Tax Clearance Certificate (TCC) as a prerequisite to the tendering of shares to Holderfin B.V. (bidder). As such the company advises the remaining shareholders to hold on to their shares in the meantime as Holcim irons out the regulatory and tax issues.<\/p>\n\n\n\n

\"\"\n
Minority shareholders who will tender their shares will likely be burdened by additional documentary requirements such as Certificate Authorizing Registration and\/or Tax Clearance Certificate (TCC (Photo credit: Cemnet.com)<\/em><\/figcaption>\n<\/figure>\n\n\n\n
<\/div>\n\n\n\n

Our View: <\/strong>HLCM’s move was not too slick after all. HLCM surprised the market with its acquisition of Sumitomo\u2019s stake which caused its float level to drop below the MPO of 10% making voluntary delisting inevitable. <\/p>\n\n\n\n

Such was the case until BIR\u2019s RR No 16-2021 which will make it more cumbersome and expensive for minority shareholders to tender the remaining 5.05% of HLCM even at the higher price of P5.33\/share.<\/p>\n\n\n\n

This makes us wonder, if HLCM secured the remaining 9.22% block owned by Sumitomo, why didn\u2019t they just file for a tender offer and approve an eventual delisting similar to Metro Pacific Investments Corp. (MPI)<\/a>? After all, they were willing to offer a higher price anyway. Hindsight is certainly 20-20 and blunders like this serve as an essential reminder for those wanting to delist from the exchange.<\/p>\n\n\n\n

<\/div>\n\n\n\n

This report is prepared by PinoyInvestor\u2019s partner broker below. Find out more about our partner brokers<\/a> and sign up to avail their complete trading brokerage services.<\/em><\/em><\/p>\n","protected":false},"excerpt":{"rendered":"

Here\u2019s a commentary on an important issue or event affecting the stock market<\/p>\n","protected":false},"author":6,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[11],"tags":[],"class_list":["post-324208","post","type-post","status-publish","format-standard","hentry","category-special-reports","generate-columns","tablet-grid-50","mobile-grid-100","grid-parent","grid-33"],"_links":{"self":[{"href":"https:\/\/www.pinoyinvestor.com\/smartinvestor\/wp-json\/wp\/v2\/posts\/324208","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.pinoyinvestor.com\/smartinvestor\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.pinoyinvestor.com\/smartinvestor\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.pinoyinvestor.com\/smartinvestor\/wp-json\/wp\/v2\/users\/6"}],"replies":[{"embeddable":true,"href":"https:\/\/www.pinoyinvestor.com\/smartinvestor\/wp-json\/wp\/v2\/comments?post=324208"}],"version-history":[{"count":1,"href":"https:\/\/www.pinoyinvestor.com\/smartinvestor\/wp-json\/wp\/v2\/posts\/324208\/revisions"}],"predecessor-version":[{"id":324211,"href":"https:\/\/www.pinoyinvestor.com\/smartinvestor\/wp-json\/wp\/v2\/posts\/324208\/revisions\/324211"}],"wp:attachment":[{"href":"https:\/\/www.pinoyinvestor.com\/smartinvestor\/wp-json\/wp\/v2\/media?parent=324208"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.pinoyinvestor.com\/smartinvestor\/wp-json\/wp\/v2\/categories?post=324208"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.pinoyinvestor.com\/smartinvestor\/wp-json\/wp\/v2\/tags?post=324208"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}