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By JAMES A. LOYOLA
The Securities and Exchange Commission (SEC) has approved the registration of the P6.42-billion worth of shares of Vista Land & Lifescapes Inc., the newly-incorporated holding firm of the Villar family, paving the way for its tender offer for C&P Homes shares and its listing by introduction.
SEC documents show that Vista Land is making a tender offer for 1.89 billion shares of subsidiary C&P Homes Inc. through a 1-for-1 share swap worth about P4.65 billion.
Vista Land said it has entered into an agreement with Villar firms Fine Properties and Brittany Corporation for their majority stake in C&P amounting to 3.02 billion shares.
In consideration for these shares, Vista Land issued to the majority shareholders one Vista Land share for every one C&P common share held. It is now complying with tender offer rules by offering other C&P shareholders the same deal.
The tender offer is being made on the basis of the book value of Vista Land shares against the adjusted book value of the C&P shares as of December 31, 2006 as adjusted for the effect of the floating rate notes restructuring which was completed last March 9.
After the tender offer, Vista Land will be listed at the PSE by way of introduction while C&P will be simultaneously withdraw its listing.
Under the PSE's revised listing rules providing for listing via introduction, when the shares of a holding company which are issued in exchange for those of a listed firm, the listed firm is withdrawn at the same time as the listing of the shares of the holding company.
Minority shareholders who accept the tender offer will immediately become shareholders of the listed Vista Land while those who do not participate in the tender offer will continue to be shareholders of the delisted C&P.
Vista Land has filed an application with the Securities and Exchange Commission to raise its capital to P12 billion from only P4 million in preparation for the share swap and the listing of its shares.
Vista Land will serve as the Villar family's holding firm for its shares in various companies catering to distinct segments of the residential housing market.
Polar Property Holdings, also a real estate firm controlled by the Villars, subscribed to 722.61 million shares of Vista Land, as it contributed its shares in Britanny Corporation, Crown Asia Properties North Inc. and Crown Communities Holdings in exchange for a 16 percent stake in Vista Land.
As such, Polar will be able to participate in the business of a much bigger company that has nationwide presence, broader residential housing product portfolio and wider market reach.
Other assets to be transferred are Crown Communities in Cebu, Iloilo, Davao and Pampanga, all of which offer residential projects outside the Mega Manila area, in the lowcost, affordable and middle-income market segments.
Polar and other property transferees agreed to transfer their shares in the respective operating subsidiaries on the basis of the book value of the shares of the operating subsidiaries as of end 2006 and the agreed issue value of the Vista Land shares which is P2.46 per share.
Brittany caters to the high-end market segment in the Mega Manila area, offering luxury homes in master-planned communities priced at P9 million and above. Its major developments include Crosswinds in Tagaytay City and Portofino in Alabang.
It has recently ventured into the high-rise residential condominium business with the Viera project in Parañaque, Mosaic in the Makati central business district and the newlylaunched Avant project in Fort Bonifacio.
Crown North and Crown South, meanwhile, cater to the middle-market segment in the Mega Manila area, offering houses priced between P3.5 million and P9 million.
Since their inception in 1995, these companies have launched and developed more than 20 projects which include Maia Alta, Cottonwoods, Ponticeli, Citta Italia and Amici.(JAL)
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