Lopez Holdings

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Frequently Asked Questions on the Tender Offer by FPH

Tender Offer by First Philippine Holdings (FPH) for Lopez Holdings Corporation (LPZ) shares

Background:

On December 1, 2020, the Board of Directors of Lopez Holdings Corporation (“LPZ” or the “Corporation”)  acknowledged the  conduct by First Philippine Holdings Corporation (“FPH”) of a tender offer (the “Tender Offer”) to acquire a minimum of 20% and a maximum of 31.5% (as amended on February 16, 2021) of the total issued and outstanding common shares of LPZ from all the shareholders of LPZ, excluding the shares owned by its ultimate parent entity, Lopez, Inc. which has agreed not to tender its common shares, at a price of P3.85 per common share (the “Tender Offer Price”).

More information can be found in the Tender Offer Report (SEC Form 19-1) and Amended Tender Offer Report (also SEC Form 19-1), which were filed on December 4, 2020 and February 16, 2021, respectively, with the Securities and Exchange Commission (SEC). These include the terms and conditions of the Tender Offer, along with other relevant information.

The information contained in this site is only intended for general guidance and is provided with the understanding that LPZ is not herein engaged in rendering legal, accounting, tax, or other professional advice and services. As such, the contents herein should not be used as a substitute for consultation with the user’s own professional legal, accounting, tax, or other competent advisers. This does not constitute a prospectus or other offering memorandum in whole or in part. Information herein contained is a summary only and is prepared for information purposes. This document shall not constitute an offer to sell or a solicitation of an offer to buy any security. There shall be no sale of these securities in any country or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to qualification under securities laws of such country or jurisdiction.

The Tender Offer Report relating to the Tender Offer was filed with the SEC on December 4, 2020. An Amended Tender Offer Report relating to the Tender Offer was subsequently filed with the SEC on January 20, 2021. Nothing herein should be construed as a solicitation for an offer or an offer by the Corporation to buy or purchase any of the common shares subject of the Tender. As of January 20, 2021, the Tender Offer Report was amended to reflect the intended purchase of a maximum of 34.5% of LPZ outstanding shares. This amendment removes the risk of LPZ falling below the minimum public ownership required by the Philippine Stock Exchange and dispenses with the need for LPZ to pursue a petition for voluntary delisting.

This document is not the Tender Offer Report and is intended only to provide additional information to shareholders of LPZ based on information relating to the Tender Offer publicly available with the SEC and the PSE. LPZ is not responsible for any errors or omissions, or for the results obtained from the use of this information. All information in this site is provided “as is”, with no guarantee of completeness, accuracy, timeliness, or the results obtained from the use of this information, and without warranty of any kind, express or implied. In no event shall LPZ or any of its subsidiaries, officers, directors, employees and representatives be liable to you or to anyone else for any claims, losses or damages, including, but not limited to direct, consequential, special, incidental, punitive or indirect damages, caused in whole or in part by user’s usage of the contents herein, or otherwise arising out of or relating to this site or reliance on any of its contents.

Question 1 What is a tender offer?

A tender offer is a publicly announced intention by a person or entity to acquire the shares of a public company from its shareholders.

Question 2: What is the Tender Offer being presented to LPZ shareholders?

FPH is offering to acquire a minimum of 908,459,782 common shares, representing 20% of the total issued and outstanding common shares of LPZ, and up to a maximum of 1,430,824,156 common shares, representing 31.5% of the total issued and outstanding common shares of LPZ, from all the shareholders of LPZ, excluding the shares owned by its ultimate parent entity, Lopez, Inc., which has agreed not to tender its common shares, at a price of P3.85 per common share (the “Tender Offer Price”).

Question 3: Who is FPH?

FPH is a pioneering holding company with principal interests in clean and renewable energy, premium real estate, manufacturing, construction, healthcare, and education. Since 1961, FPH's businesses have been leaders and trailblazers in key industries in the Philippines, powering the diverse needs of a rapidly growing economy.

FPH is a subsidiary of LPZ.

Question 4: When is the Tender Offer Period?

Unless changed in accordance with all requirements, the Tender Offer begins at 9:00am on January 22, 2021 and ends at 12:00 noon on March 8, 2021 (the “Tender Offer Period”).

Question 5: How do I participate in the Tender Offer?

To participate in the Tender Offer, view this video.

The Tender Offer Report and the Amended Tender Offer Report, which were filed on December 4, 2020 and January 20, 2021, respectively, with the SEC and the Philippine Stock Exchange, Inc. (“PSE”) explain the procedures and contain templates or forms that can be used by shareholders. Copies of the Tender Offer Report have been sent to each LPZ common shareholder separately. The Amended Tender Offer Report will be provided in such manner as is reasonably calculated to inform the common shareholders of the changes. Download the Second Amended Tender Offer Report.

The Tender Offer Agent and Paying Agent is BDO Securities Corporation with address at 33rd Floor, BDO Towers Valero, 8741 Paseo de Roxas, Salcedo Village, Makati City. Queries may be emailed to: This email address is being protected from spambots. You need JavaScript enabled to view it. .

Question 6: How and when will shareholders who choose to participate in the Tender Offer receive payment?

The Tender Offer Period begins on January 22, 2021 and ends on March 8, 2021. Subject to satisfaction (or waiver by FPH) of the minimum tender and other conditions, the target cross and settlement dates are on March 18, 2021 and March 22, 2021, respectively. Shareholders who tender their shares may receive payment by check or by remittance to their nominated bank account within 30 business days following the settlement date of the Tender Offer Period.

Question 7: Where can I go for more information?

More information can be found in the Tender Offer Report and Second the Amended Tender Offer Report (which were filed on December 4, 2020 and February 16, 2021, respectively, with the SEC and PSE), and which include the terms and conditions of the Tender Offer, along with other relevant information. Copies of the Tender Offer Report, the Amended Tender Offer Report and the relevant Tender Offer materials have been sent to each common shareholder separately. The Tender Offer Report, Second Amended Tender Offer Report, and relevant Tender Offer materials are available for downloading here (https://lopez-holdings.ph/investor-relations/tender-offer-for-lpz-shares).

You may also go to this page to submit your query: https://fphc.com/investor-relations/tender-offer-lpz-common-shares

Question 8: What are the changes in the Amended Tender Offer Report?

The maximum amount of shares to be acquired was changed from “2,069,273,361 common shares representing approximately 45.56% of the total issued and outstanding common shares of LPZ” to “1,430,824,156 common shares, representing 31.5% of the total issued and outstanding common shares of LPZ.”

Question 9: Why was there a change in the number of shares?

FPH wanted to remove the seeming pressure that some shareholders of LPZ may have felt from the plan to delist the Corporation. FPH wanted the market to freely decide if they want to avail of the tender. Thus, to remove the risk of LPZ falling below the required minimum public ownership and dispense with the need to pursue its petition for a voluntary delisting, FPH decided to reduce the maximum number of shares to be acquired from the Tender Offer.

LPZ will no longer pursue its petition for voluntary delisting of its 4,629,532,611 common shares from the Main Board of the PSE filed on December 14, 2020 and accepted as Company announcement on December 15, 2020.

Question 10: What about the other prerequisites mentioned in the Tender Offer Report dated 4 December 2020?

Since the voluntary delisting of the common shares will no longer be pursued, these prerequisites will no longer be imposed by FPH. The prerequisite that the Philippine Competition Commission render a decision that the Tender Offer is exempt from notification or clearance was fulfilled on December 16, 2020.

Question 11: What would happen if the number of shares tendered by the shareholders of LPZ is in excess of the maximum of 1,430,824,156 common shares, representing 31.5% of the total issued and outstanding common shares of LPZ?

In the event that the shares tendered (following acceptance by the Bidder of the Applications from Tendering Shareholders) exceed 1,430,824,156 common shares, all Tender Offer Shares shall be scaled back on a pro rata basis and rounded down to the nearest share.

FPH may (at its sole discretion) accept, purchase, and acquire all the Tender Offer Shares provided that, in the Bidder’s determination, such acquisition would not breach or would be reasonably likely to cause a breach of any legal or regulatory restrictions applicable to the Bidder or the Company.

Question 12: When would the Tendering Shareholders know if there would be a scale back?

Tendering Shareholders whose Tender Offer Shares have been scaled back or otherwise adjusted shall be notified of such fact by the Tender Offer Agent on or before the Settlement Date.

Question 13: What would happen to the shares tendered in excess of the maximum of 1,430,824,156 common shares, representing 31.5% of the total issued and outstanding common shares of LPZ?

Tender Offer Shares that are not accepted and acquired by the Bidder due to such scale back shall be returned by the Tender Offer Agent to the relevant common shareholder.

Question 14: Who would pay for the return of the shares in excess of the maximum of 1,430,824,156 common shares, representing 31.5% of the total issued and outstanding common shares of LPZ?

The Philippine Depository & Trust Corp. (“PDTC”) transfer and upliftment fees incurred arising from the return of Tender Offer Shares occurring due to a scale back shall be for the account of FPH.

Question 15: What will happen to my shares if I do not participate in the Tender Offer?

FPH aims to purchase a minimum of 20% and a maximum of 31.5% of LPZ outstanding shares.  This means LPZ’s public float will NOT fall below the minimum public ownership requirement of the PSE and dispense with the need for LPZ to pursue a petition for voluntary delisting. Hence, LPZ will remain listed in the stock exchange even with the successful purchase of 31.5% of its outstanding stock by FPH.

Question 16: Can I sell to FPH at a higher price than P3.85?

The Tender Offer Price of P3.85 was set by FPH based on their own due diligence. LPZ had engaged an independent financial adviser to obtain a valuation and fairness opinion on this matter. The report of said independent financial adviser, KPMG/R.G. Manabat & Co., dated December 14, 2020, was attached to the petition for voluntary delisting as part of the requirements for such petition.

It is in the independent financial adviser’s opinion that the fair value of the listed common shares of LPZ ranges from P2.34 to P3.92, each as of the cut-off date, September 30, 2020. As such the Tender Offer Price of P3.85 per share is within the computed range of LPZ’s equity value per share. The independent financial adviser deemed the Tender Offer Price “fair and reasonable from a financial point of view, as of the cut-off date”, September 30, 2020. Below is a summary of the different methodologies used.

 

Download the full report here.

Question 17: Why is LPZ supporting this Tender Offer?

FPH’s tender offer price of P3.85 per share gives LPZ shareholders the immediate opportunity to liquidate their investment in Lopez Holdings at a significant 25% premium over the closing price of P3.08 as of November 27, 2020. It is also at a 41%, 43%, and 36% premium over its 3-month, 6-month and 12-month VWAPs (volume weighted average prices), respectively.

Question 18: Who can I ask for guidance on this matter?

Kindly consult your personal financial adviser, stockbroker, or investment counsellor. Your participation is purely voluntary and must be based on your personal investment goals.

For clarification on the terms of the Tender Offer, you may email This email address is being protected from spambots. You need JavaScript enabled to view it. or This email address is being protected from spambots. You need JavaScript enabled to view it. .

Question 19: What happens to the Petition for Voluntary Delisting filed by Lopez Holdings on December 14, 2020 with the PSE?

LPZ will no longer pursue its petition for voluntary delisting of its 4,629,532,611 common shares from the Main Board of the PSE filed on December 14, 2020. LPZ sent a letter of withdrawal of the petition for voluntary delisting to the PSE on January 21, 2021 following the submission of the Amended Tender Offer Report of FPH on January 20, 2021.

Because FPH is offering to acquire only a maximum of 1,567,093,124 common shares, representing 34.5% of the total issued and outstanding common shares of LPZ, LPZ’s public float will NOT fall below the minimum public ownership required by the PSE, thus dispensing with the need for LPZ to pursue a petition for voluntary delisting. Hence, LPZ will remain listed in the stock exchange even with the successful purchase of 34.5% of its outstanding stock by FPH.

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CONTACT US

Lopez Holdings Corporation 
16/F North Tower, Rockwell Business Center Sheridan, Sheridan St. corner United St., 1550 Bgy. Highway Hills, Mandaluyong City, Philippines

  • Trunkline: (632) 8878 0000
  • Fax: (632) 8878 0000 ext 2009