THE Philippine Stock Exchange (PSE) has ruled that Dominion Holdings, Inc.’s (DHI) planned merger with two companies that collectively hold 100% of the voting rights in Sagittarius Mines, Inc. (SMI), holder of the agreement covering the Tampakan Copper-Gold Project, falls under its Revised Rules on Backdoor Listing, with trading in DHI shares suspended pending compliance.
In a notice on Wednesday, the PSE said it reached the determination after evaluating the transaction and conducting a comprehensive review of DHI’s disclosures, submissions, and representations.
The Exchange said the transaction is covered by its revised backdoor-listing rules primarily because of the resulting substantial change in DHI’s business.
“Accordingly, trading of DHI’s shares was suspended pending the company’s compliance with the applicable requirements under the Revised Backdoor Listing Rules,” the PSE said.
The suspension took effect at 9:55 a.m. on Aug. 26, with the lifting date still to be announced, according to the Exchange.
The Aug. 26 suspension follows a trading halt imposed by the PSE on Aug. 20, when the exchange said it was awaiting additional information from DHI on the proposed merger.
DHI’s board earlier approved the merger with Indophil Resources Phils., Inc. and Sonar Holdings, Inc., with DHI as the surviving entity.
Under the proposed transaction, all assets and liabilities of Indophil and Sonar will be transferred to DHI in exchange for DHI shares to be issued to shareholders of the two companies, subject to corporate and regulatory approvals, according to the PSE’s Aug. 20 notice.
Indophil and Sonar collectively hold 100% of the voting rights in SMI, which holds the Financial and Technical Assistance Agreement (FTAA) covering the Tampakan Copper-Gold Project in South Cotabato, the Exchange noted.
DHI has said that following the merger, it will hold 100% of SMI’s voting rights and acquire controlling ownership of the mining company.
The PSE also cited a Jan. 19 share purchase agreement between BDO Unibank, Inc. and Monte Sur Equity Holdings, Inc. covering 1,513,732,718 DHI shares, equivalent to 70% of the company’s outstanding capital stock.
The transaction triggered a change in control of DHI, the Exchange said.
DHI’s board also approved and endorsed for shareholder approval an increase in its authorized capital stock to P30 billion from P3.42 billion in connection with the merger.
The company has said the capital increase will also support future capital-raising efforts and expansion programs.
DHI shareholders are scheduled to vote on the proposed merger and capital increase at the company’s annual stockholders’ meeting on Sept. 14.
The merger remains subject to approval by the stockholders of the constituent companies, confirmation of non-coverage from the Philippine Competition Commission, and approval by the Securities and Exchange Commission (SEC), according to DHI.
The company has also said the exchange ratio for the merger has yet to be determined. Management was authorized to finalize the ratio in consultation with an independent fairness valuator that will determine the appropriate values of DHI, Indophil, and Sonar.
The number of DHI shares to be issued as part of the transaction has also yet to be determined, the company said.
DHI, formerly BDO Leasing and Finance, Inc., changed its corporate name in 2022 as part of BDO’s plan to repurpose the company into a holding company.
Its primary purpose is to hold real estate, securities, shares of stock, and other corporate assets and engage in investment and business activities involving those assets, according to its 2025 annual report.
DHI has said the Tampakan-linked transaction is aligned with its previously disclosed plan to remain a holding company primarily invested in mining companies.
As of Aug. 19, PSE data showed DHI had a market capitalization of about P33.73 billion and a free float of 21.12%.
DHI shares were last traded on Aug. 19 at P15.60 apiece, unchanged from the previous session.
The PSE said it would keep trading participants and the investing public informed of further developments. — M.J.F. Mendoza
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