PXP to increase stake in Forum Energy Ltd.

PANGILINAN-LED PXP Energy Corp. is gearing up to boost its ownership in Forum Energy Ltd.

The move comes after its board of directors greenlit a share swap with Hong Kong’s Tidemark Holdings Ltd.

PXP’s board approved the issuance of 430,243,903 common shares in exchange for 24,125,383 shares held by Tidemark in Forum Energy, the company said in a regulatory filing on Monday.

Subject to confirmation by the Securities and Exchange Commission, PXP said it intends to issue its shares to Tidemark at an aggregate value of P1,557,482,928.86, at an issue price of P3.62 per share.

Tidemark’s shares are valued at P1,557,482,928.86, or approximately P64.5579 per share.

The shares will be exchanged at a share-swap ratio of approximately 17.8337 PXP shares to one Tidemark share.

“PXP shall submit the required comprehensive corporate disclosure on the transaction within the period set under the Philippine Stock Exchange (PSE) Listing Rules. PXP shall apply for the listing of the PXP shares with the PSE and shall obtain the shareholder approval of the transaction for this purpose,” the company said.

After the share swap, the company’s effective interest in Forum Energy will increase to 97.88% from 77.88% previously. Its effective interest in Service Contract No. 72 will also rise to 68.5% from 54.5%.

Trademark will then own 18% of the resulting total issued and outstanding capital stock of PXP.

“The share-swap ratio is supported by a valuation report, and the fairness of the share-swap ratio was confirmed by the fairness opinion, issued by PwC Philippines - Isla Lipana & Co., an independent expert qualified to issue the report under applicable accrediting guidelines of the PSE,” the company said.

PXP’s board also approved the amendment of the Articles of Incorporation (AoI) to increase the number of seats in the company’s board of directors to 15 members.

“The proposed Share Swap and the AoI amendment shall be submitted for shareholder approval during the meeting on 26 June 2024. The transaction will be indicated in PXP’s Definitive Information Statement,” the company said.

Tidemark is a wholly owned subsidiary of publicly listed Atok Big Wedge Co., Inc. PXP and Tidemark are shareholders of Forum Energy, a corporation organized under the laws of the United Kingdom.

Forum Energy, through its wholly owned subsidiary Forum (GSEC 101) Limited, is the designated operator of Service Contract No. 72 with a 70% participating interest.

The service contract covers the Recto Bank located in the West Philippine Sea. —