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By Likha C. Cuevas-Miel, Reporter
The entry of Ashmore Group in Petron Corp. may
raise question arising from the pronouncement of the Philippine
Stock Exchange that the London-listed firm should also make a tender
offer to the refiner’s existing shareholders as dictated by law.
Under the Securities Regulation Code (SRC), the
group is not exempt from making a tender offer to the shareholders
of Petron, PSE President and Chief Executive Francis Lim told
reporters.
Petron’s shareholders include the government
through the Philippine National Oil Co. (PNOC), which has a
40-percent stake in the company, and its minority shareholders who
hold 20 percent.
Under Section 19 of the SRC, any entity that
intends to acquire at least 30 percent of a company’s equity over
a period of 12 months should make a tender offer to stockholders.
The person or group should file with the Securities and Exchange
Commission such a declaration and furnish the issuer a statement
that contains information as required by the law.
On May 19, however, Petron told the local bourse
that under the Downstream Oil Industry Deregulation Act of 1998,
“a substantial portion of stock shall always be in the hands of
the public—not less than 10 percent, in any event.” The firm
reasoned that the provision prohibits the tender offer because this
may decrease the shares held by the public and therefore in
violation of the law, Petron reasoned.
Lim said “the provision applies only to
initial public offerings [IPOs] . . . at the time the Oil
Deregulation Act came into law, Petron was already a listed company
and therefore [was] no longer bound to offer their shares to the
public.”
The government has already given the go-signal
for Saudi Aramco Overseas Co. to sell its 40 percent stake in Petron
to the Ashmore group. PNOC, on the other hand, decided to keep its
holdings and would not match Ashmore’s offer.
Ashmore, through unit SEA Refinery Holdings, had
offered to buy Saudi Aramco’s 3.75 billion shares in Petron,
currently held under AOC, for $550 million. Under an agreement that
PNOC and Aramco signed in 1994, the Saudi company should first offer
its 40-percent stake in Petron to PNOC in case it decides to exit
the company before it entertains offers from other buyers.
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