Keppel eyes PSE exit

February 23, 2025 | 12:00am

MANILA, Philippines — Keppel Philippines Holdings Inc. (KPH) is looking to become a private company after almost four decades of being a publicly listed firm.

KPH intends to voluntary delist from the Philippine Stock Exchange (PSE), with Kepwealth Inc. expressing its intention to make a tender offer for all the outstanding common shares of the company.

Kepwealth has requested KPH to obtain relevant approvals from the PSE for the voluntary delisting.

It also intends to do a tender offer at P27.40 per share for all the outstanding common shares of the company owned by the other stockholders other than those owned by the members of the company’s board of directors with respect to their qualifying common shares.

The tender offer is valued at P269 million.

The tender offer will commence as soon as the relevant corporate approvals on the voluntary delisting are obtained by KPH.

Kepwealth currently owns 53.34 percent, while Keppel Ltd. owns 29.52 percent of the total issued and outstanding common shares of KPH.

KPH’s current free-float level is at 17.13 percent.

Kepwealth also plans to acquire, prior to the launch of the tender offer, Keppel Ltd.’s stockholdings in KPH and other shares from willing sellers in the open market at the same tender offer price.

KPH said that Kepwealth’s letter of intent indicates that the completion of the tender offer will be subject to the condition that Kepwealth will own a total of at least 95 percent of the total issued and outstanding common shares of KPH or such percentage as the PSE may allow to effect the voluntary delisting.

In the event that the tendered shares are not sufficient to reach the voluntary delisting threshold, the tender offer will be completed with the acquisition by Kepwealth from the public of KPH shares not exceeding approximately 7.13 percent or such percentage as will ensure that KPH remains compliant with the minimum public ownership requirement of 10 percent.

A special stockholders’ meeting has been approved by KPH’s board on April 24, 2025 to submit for the approval of the stockholders the filing of an application for the voluntary delisting.

The PSE has approved KPH’s request for a voluntary trading suspension from Feb 21. to Feb. 24.

The voluntary trading suspension was requested to allow the disclosure to be disseminated to the investing public and give the trading participants time to study the company’s recent disclosures.

KPH shares last traded at P19.98.

Listed in the Makati and Manila Stock Exchanges in 1987, KPH was established as a subsidiary of Keppel Corporation Ltd. of Singapore to carry out ship repair and shipbuilding activities in the Philippines.

The company was converted into an investment holding company under the name of Keppel Philippines Holdings Inc. in 1993.

Semiconductor company SFA Semicon Philippines Corp. was the last firm that exited the local bourse, voluntary delisting from the PSE last Dec. 12, ending its 10-year run as a listed company.

“Some may see this delisting as another reflection of the state of our stock market, but we think it is commendable for the Keppel Group to take this route as the best move for its public shareholders,” China Bank Capital Corp. managing director Juan Paolo Colet said.

With KPH stock trading at a steep discount to its net asset value for years, Colet said the delisting finally gives minority shareholders a very good opportunity to exit.

“It is a testament to the Keppel Group’s high standard of corporate governance that they made sure to treat their minority shareholders fairly by offering a generous tender offer price,” he said.

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