STI gains backdoor listing

MANILA, Philippines - The STI Educational Group is set to acquire almost 84 percent of listed firm JTH Davies Inc. through a share swap deal, effectively gaining backdoor listing on the stock exchange.

In a disclosure to the Philippine Stock Exchange yesterday, JTH said its board approved the issuance of 2.65 billion shares with an aggregate par value of P1.32 billion to STI majority stockholders in exchange for 407.11 million shares in STI.

Based on the third-party fairness opinion prepared by Punongbayan & Araullo, the JTH board approved an exchange ratio for the share swap of 6.5 JTH shares for every one STI share.

JTH said the shares to be issued will come from an increase in its authorized capital to P5 billion from P551.5 million. The share swap will result in STI owning 83.96 percent of the issued and outstanding capital of JTH.

JTH has also approved the change of its corporate name to STI Holdings Inc.

The share swap and capital increase will be subject to the approval of JTH shareholders in a special meeting scheduled on Aug. 10.

 JTH’s planned private placement of 397.91 million shares each to Capital Managers & Advisors Inc. and to STI shall also be submitted to JTH stockholders for their approval.

The STI Group also holds a 40-percent stake in the Philippine Women’s University following a fresh infusion of P450 million into the latter.

The Benitez family owns the controlling 60 percent of PWU.

STI, founded in 1983, currently has over 100 college campuses around the country. It also has seven grade schools in Metro Manila and Northern Luzon. Aside from educational services, STI owner Eusebio Tanco is also engaged in mining, pre-need products, port operations and gaming.