The Energy Regulatory Commission (ERC) said Thursday it has not yet ruled on whether it is allowing the National Grid Corporation of the Philippines (NGCP) to conduct other modes of public listing.
Under NGCP’s franchise, the company can undertake public listing or in substitution submit proof of the listing of any company that owns or controls at least 30 percent of NGCP’s outstanding capital stock. This can be achieved through the share swap transaction and follow-on offering of 20 percent of Synergy Grid & Development Phils. Inc.’s (SGP) shares.
“We will evaluate when they file,” said ERC Commissioner Rexie Digal when sought to elaborate on the agency’s August 21 order. “We have not had the chance to rule on it because it was not made an issue in the case for which we granted the extension.”
The ERC stated that it has retained the six-month extension, or until, November 14 this year, for NGCP to conduct an initial public offering (IPO). “The Commission hereby stressed that the definite and set deadline on November 14, 2021 for compliance of NGCP of its IPO will not be extended.”
The agency said it will not hesitate to impose sanctions in case NGCP’s legal obligation under its franchise is not complied with.
Also, the ERC order, it stressed, “should not be taken as allowing or prohibiting any mode of ownership dispersal allowed under the law to be undertaken by NGCP as this was not made an issue in the entire proceedings.”
NGCP is partly owned by Monte Oro Grid Resources Corp. (MOGRC) and Calaca High Power Corp. (CHPC), with each company owning a 30-percent plus one share in the issued shares of NGCP. OneTaipan Holdings Inc. and Pacifica21 Holdings Inc. own 100 percent of MOGRC and CHPC.
Henry Sy Jr. owns 67 percent of One Taipan while Robert Coyuito Jr. owns 65 percent of Pacifica21.
The shares of stocks of Sy and Coyuito in the two firms will be swapped with shares from Synergy Grid & Development Philippines Inc. (SGP), which will purportedly result in MOGRC and CHPC becoming indirect subsidiaries of SGP and the latter gaining indirect control of NGCP.
Simply put, SGP will own shares in OneTaipan and Pacifica21 which are shareholders in MOGRC and CHPC, which collectively own more than 60 percent of NGCP shares, thereby enabling SGP to have indirect control over NGCP.
NGCP has informed the ERC that the share swap transactions have been completed. It said that it will only have to make a public offering of its shares through a follow-on offering of up to 20 percent of its shares, to meet the minimum public offering requirement under SEC rules for SGP to remain a listed company.
In view of the share swap transaction, NGCP sought clarification from the ERC if its decision does not prohibit other mode of compliance, such as the listing of any company in the Philippine Stock Exchange (PSE) which owns or controls at least 30 percent of the outstanding capital stock of NGCP, which can be achieved through a backdoor listing.
NGCP wants to know from the ERC if it is entitled to avail itself of either IPO or listing of any company in the PSE that owns or controls at least 30 percent of the grid operator’s outstanding capital stock to comply with NGCP’s franchise.
Digal said ERC has yet to rule on this.
