BPI to issue 314 million shares to Gokongwei Group

To complete Robinsons Bank merger

MANILA, Philippines — Bank of the Philippine Islands (BPI) is set to issue 314 million common shares to the Gokongwei Group to complete the planned merger with Robinsons Bank Corp.

The Ayala-led bank executed a supplemental to the plan for merger with the Gokongwei-owned bank on Oct. 20 to comply with the requirements of the Securities and Exchange Commission (SEC).

In a disclosure to the Philippine Stock Exchange (PSE), BPI said it agreed to issue 314 million common shares to the shareholders of Robinsons Bank. Based on the closing price of P102.20 per share on Oct. 20, the value of the shares is a little over P32 billion.

JG Summit Capital Services Corp. controls a 59.99-percent stake in Robinsons Bank, while Robinsons Retail Holdings Inc. (RRHI) owns 39.99 percent.

Upon completion of the merger, the Gokongwei Group would get an additional six percent stake in BPI.

Last January, RRHI spent nearly P20 billion to acquire the 4.4 percent interest in BPI from Arran Investment Pte. Ltd., an affiliate of Singaporean state fund GIC Private Ltd.

Aside from providing the number of shares to be issued in favor of the Robinsons Bank shareholders, BPI also updated the percentage of ownership of Robinsons Bank in GoTyme Bank Corp. that was reduced to 18 percent from 20 percent and in Unicon Insurance Brokers Corp. that also went down to 17.13 percent from 40 percent.

Last September, the Philippine Competition Commission (PCC) approved the merger between BPI and Robinsons Bank.

The approval came after BPI president and CEO Jose Teodoro “TG” Limcaoco” and Robinsons Bank president and CEO Elfren Antonio Sarte signed the revised plan of merger on Sept. 5 to take into consideration the comments of the BSP on the planned consolidation of the two banks.

The planned merger with Robinsons Bank is still awaiting approvals from the SEC and the Bangko Sentral ng Pilipinas (BSP).

“The timetable for implementation of the merger cannot be fixed at this time as the same is subject to regulatory approvals,” BPI said in the disclosure.

The board of directors of BPI, JG Capital and RRHI approved the original plan of merger on Sept. 30, 2022.

Through the consolidation, BPI would be able to unlock various synergies across several products and service platforms, expand the customer and deposit base of both banks through the merged entity and, at the same time, by capitalizing on BPI’s expertise and network, enhance the overall banking experience of Robinsons Bank customers.

It would also be able to expand its client base, accelerate growth, and ultimately increase shareholder value through partnerships with the Gokongwei Group.

Based on data from the BSP, BPI’s capital base stood at P2.66 trillion, while that of Robinsons Bank amounted to P186.39 billion as of end June this year. In terms of capitalization, BPI had P334.41 billion, while Robinsons Bank had P20.29 billion.