Ongpin-led Alphaland seeks backdoor listing

MANILA, Philippines - Alphaland Development Inc., a real estate firm owned by the the group of former Trade Minister Roberto V. Ongpin and British investment fund Ashmore Group, is seeking a backdoor listing on the Philippine Stock Exchange through Macondray Plastics Inc.

The Ongpin-Ashmore Group has acquired a total of 95 percent of Macondray Plastics through the purchase of shares from the Lorenzo family and minority shareholders who agreed to tender their shares. With the change in ownership, Macondray Plastics now has Ongpin as chairman of the board, former Finance Undersecretary Eric Recto as president and Mario A. Oreta as vice-president.

In a disclosure to the Philippine Stock Exchange, Macondray said its board approved the listing of Alphaland through the backdoor, which shall be implemented through a share-for-share swap.

Under PSE rules, a backdoor listing takes place when a listed company acquires, or merges combines with an unlisted company, resulting in a substantial change in the business, membership of the board of directors or voting structure of the listed company.

The shares to be issued will come from the proposed increase in authorized capital stock of Macondray Plastics from P400 million to P5 billion. Out of the P4.6 billion hike in capitalization, 1.27 billion shares will be issued to stockholders of Alphaland at a ratio of one Alphaland share for every 5.08 new shares of Macondray.

The Ongpin-Ashmore Group owns the Alphaland Southgate tower, which was acquired from the Puyat family for P1.3 billion in early 2008. It also owns a lot on Ayala Avenue in Makati City where it is building the Ashmore Ayala Tower.

The group earlier forged an agreement with the Boy Scouts of the Philippines to develop the Sime Darby property, also in Ayala, into a mixed-use complex.

Other major projects of Alphaland include Alphaland Bay City and Shangri-La at the Fort.

With the change in ownership, Macondray will be renamed Alphaland Corp. and change its primary purpose to property development.

The deal is the second transaction sealed by the Ongpin-Ashmore Group in the past two months following the purchase of a controlling stake in shell mining firm Atok-Big Wedge Co. Inc.