MANILA, Philippines – Robinsons Retail Holdings Incorporated (RRHI) is moving closer to leaving the Philippine Stock Exchange (PSE) after its largest shareholder, JE Holdings Inc., received enough shareholder support for its tender offer.

JE Holdings is a privately held holding company of the Gokongwei family and the entity making the tender offer to buy out minority shareholders as part of the plan to take Robinsons Retail private. RRHI’s shareholder records earlier showed JE Holdings owning about 32.86% of the company, making it the biggest named shareholder.

Under the tender offer, JE Holdings offered to buy shares from RRHI’s minority shareholders at P48.30 apiece. The offer ran from May 25 to July 6.

By the end of the offer period, shareholders had tendered 229.58 million shares, which was more than enough for JE Holdings and the other delisting proponents to meet the 95% ownership threshold required for voluntary delisting.

This means enough shareholders have agreed to sell their RRHI shares to JE Holdings. However, the transfer is not yet fully completed. The tendered shares are expected to be crossed through the PSE on July 13 and settled on July 15.

After that process is completed, JE Holdings and the other proponents of the delisting will collectively own 99.69% of RRHI. Only 0.31% of the company’s shares will remain with the public.

The next step is for RRHI to secure approval from the PSE to voluntarily delist its shares.

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Why delist?

Delisting does not mean RRHI is closing down. It means the company is going private. Once delisted, RRHI shares will no longer be traded on the stock exchange, making it harder for any remaining minority shareholders to sell their shares.

The Gokongwei group is pursuing the delisting because it believes RRHI’s stock market price no longer reflects the company’s true value. By taking the company private, the group can consolidate ownership and pursue its long-term plans away from the pressures of the public market.

In its tender offer materials, RRHI said it was considering delisting because “market valuations no longer reflect the company’s intrinsic value.” It said its share price had remained undervalued despite its fundamentals and long-term prospects, citing market conditions and macroeconomic factors.

The company had already been trying to support its share price through buybacks. Since approving a P2-billion buyback program in March 2020, RRHI said it had repurchased about 510.87 million shares for a total consideration of P24.71 billion.

In effect, the delisting allows the Gokongwei family and related proponents to consolidate almost full ownership of the retailer at a time when they believe the public market is undervaluing the business. JE Holdings is joined in the delisting push by several Gokongwei family members, including Robina Gokongwei-Pe, Lance Gokongwei, James Go, and Lisa Gokongwei Cheng.

RRHI has been one of the country’s largest and most visible retailers, with businesses spanning supermarkets, department stores, DIY, convenience stores, drugstores, and specialty stores. Its brands include Robinsons Supermarket, Handyman, True Value, Toys “R” Us, Uncle John’s, Daiso Japan, South Star Drug, and The Generics Pharmacy.

RRHI listed on the PSE in 2013 and raised P28.12 billion from its initial public offering and overallotment shares. During RRHI’s 10th listing anniversary, the PSE said the capital raising helped RRHI expand from 940 stores in 2013 to 2,368 stores as of September 2023.

“We are grateful for the trust and support our shareholders have shown RRHI over the years, and for their engagement throughout this process,” RRHI president and CEO Stanley C. Co said. “While we embark on a new chapter, our commitment to being the retailer of choice in the Philippines is unchanged.”

RRHI chairperson Robina Gokongwei-Pe also thanked shareholders for their support during the company’s time as a publicly listed firm.

“Your unwavering support has been instrumental in shaping our growth and success, and it has been our privilege to have shared this journey with you,” she said. – Rappler.com