We write in response to your request for clarification and/or confirmation of the news article entitled “Petron shelf registration gets nod” posted in BusinessMirror (Online Edition) on June 7, 2023. The article reported in part that:
“The Securities and Exchange Commission (SEC) has approved Petron Corp.’s shelf registration of up to 50 million preferred shares.
In its en banc meeting on June 1, the SEC approved the registration statement of Petron covering Series 4 preferred shares.
Petron may offer the preferred shares in one or more tranches within a period of 3 years. For the first tranche, the listed company will offer 12.5 million preferred shares at an issue price of P1,000 each, with an oversubscription option of 10 million preferred shares.
The company expects to net P22.34 billion from the offer, assuming the oversubscription option is fully exercised.
Proceeds will be used for the partial redemption of certain securities, debt refinancing and purchase of crude oil, the company said.
The preferred shares will be listed and traded on the main board of the Philippine Stock Exchange.
The first tranche is scheduled for public offering from June 14 to 27, with listing on the PSE slated for July 7, based on the latest timetable submitted to the SEC.
Petron has picked China Bank Capital Corp. as the sole issue manager for the offer as well as a joint lead underwriter and bookrunner, alongside Bank of Commerce, Philippine Commercial Capital Inc., PNB Capital and Investment Corp. and SB Capital Investment Corp.
. . . .”
We wish to clarify that what the Securities and Exchange Commission (“SEC”) issued was a pre-effective letter, dated June 2, 2023, advising that the SEC en banc favorably considered the Amended Registration Statement filed by Petron Corporation the “Company”) for the shelf registration of up to 50,000,000 Series 4 preferred shares, with an initial tranche of 12,500,000 Series 4 preferred shares and an oversubscription option of up to 10,000,000 Series 4 preferred shares at an offer price of P1,000 per share to be listed on the main board of the Philippine Stock Exchange (“PSE”), subject to the compliance by the Company with certain conditions (the “Pre-Effective Letter”).
We advise that the issuance by the SEC of the Order of Registration and the Certificate of Permit to Offer Securities for Sale in connection with the foregoing Amended Registration Statement is subject to the compliance by the Company with the conditions provided under the Pre-Effective Letter, including, among others, the submission of the final prospectus and the final offer supplement, the executed agreements in connection with the offering, and the enabling resolution for the Series 4 preferred shares. The final offer size, the initial dividend rates and other features of the Series 4 preferred shares, and the final terms and conditions of the offer shall be as set out in the final prospectus and the final offer supplement, which shall be disclosed in due course. |