Announcement • Dec 12
SFA Semicon Philippines Corporation(PSE:SSP) dropped from PSE All Share Index SFA Semicon Philippines Corporation has been dropped from the PSE All Share Index. Announcement • Nov 26
SFA Semicon Philippines Plans to Delist on December 12, 2024 In relation to the Petition for Voluntary Delisting (the ‘Petition’) of SFA Semicon Philippines Corporation (the ‘Company’) submitted on October 11, 2024, and in addition to the various public disclosures already made by the Company through The Philippine Stock Exchange Inc. (‘PSE’) EDGE portal, this disclosure is to formally provide, in connection with the Petition, a notice of the successful completion of the tender offer (the ‘Tender Offer’) conducted by SFA Semicon Co. Ltd. (the ‘Bidder’), in support of the Company’s application for voluntary delisting. The Tender Offer commenced at 9:30 a.m. on October 14, 2024, and ended at 3:00 p.m. on November 12, 2024 (the ‘Tender Offer Period’). During the Tender Offer Period, a total of 192,772,951 common shares, which represent approximately 9.43% of the Company’s total issued and outstanding shares, were validly tendered to and accepted by the Bidder (‘Tendered Shares’). The Tendered Shares were crossed through the PSE on November 21, 2024, upon approval by the PSE of a special block sale of the Tendered Shares, with settlement occurring on November 22, 2024. The Tendered Shares were purchased by the Bidder at the Tender Offer Price of PHP 2.22, for a total consideration of PHP 427,955,951.22. Following the Tender Offer and the execution and settlement of the special block sale in respect of the Tendered Shares, the Bidder now beneficially owns 2,033,037,060 common shares (including the five common shares registered in the names of its nominee directors, which the Bidder beneficially owns). Thus, the Bidder’s shareholding has increased from 89.98% to approximately 99.41% of the total issued and outstanding capital stock of the Company as a result of the Tender Offer. Accordingly, the Bidder’s resulting shareholding has exceeded the threshold required to complete the voluntary delisting. The proposed date of delisting is December 12, 2024. Announcement • Nov 22
SFA Semicon Moves Closer to Delisting, Trading of Shares Suspended The Philippine Stock Exchange (PSE) has suspended trading of shares of SFA Semicon Philippines Corporation (SSP) as it moves closer to voluntary delisting after the completion of a tender offer by its parent company, SFA Semicon Co. Ltd. (SFA Korea), which resulted in ownership of 99.41% of SSP. During the tender offer, SFA Korea acquired 192.77 million SSP shares at PHP 2.22 per share, totaling PHP 428 million. This represents 9.43% of the company's shares and was executed through the PSE on November 21, 2024. This triggered the PSE's trading suspension of SSP shares due to non-compliance with the minimum public ownership requirement of at least 10%. The PSE stated, “Pursuant to the Amended Rule on Minimum Public Ownership of the Exchange, listed companies which become non-compliant with the minimum public ownership ‘shall be suspended from trading for a period of not more than six months and shall be automatically delisted if it remains non-compliant with the MPO after the lapse of the suspension period.’” SSP had previously disclosed SFA Korea's plan for voluntary delisting, initiating the tender offer to allow public shareholders an exit opportunity. With the completion of the tender offer, SSP has fulfilled the PSE's requirement for voluntary delisting: "[t]he person proposing the delisting must show to the Exchange that following the acquisition of the tendered shares, said person(s) have obtained a total of at least 95% of the issued and outstanding shares of the Listed Company". Shareholders approved the voluntary delisting plan in a special stockholders' meeting on Oct. 11, 2024, with no votes cast against it. SSP's Board of Directors, including its two independent directors, had also approved the application for voluntary delisting in a special meeting on August 21, 2024. Following the stockholders' meeting, SFA Korea notified SSP of its filing of a Tender Offer report with the Securities and Exchange Commission. Subsequently, SSP filed a petition for voluntary delisting with the PSE. 