Figaro Culinary moves to delist from PSE
Figaro Culinary Group Inc. is seeking to delist from the Philippine Stock Exchange (PSE), with Figaro Coffee Systems Inc. (FCSI) planning to buy out minority shareholders at P0.82 per share.
In a disclosure on Thursday, the restaurant operator said it received on Oct. 7 a notice from FCSI regarding the proposed tender offer and voluntary delisting.
FCSI intends to acquire all outstanding common shares held by other investors, excluding those owned by Monde Nissin Corp., Carmetheus Holdings Inc. and Camerton Inc., collectively referred to as the majority shareholders.
The qualifying common shares held by Figaro Culinary’s directors are also excluded.
“To finance FCSI’s tender offer, FCSI will obtain a senior secured term loan facility from China Banking Corp,” the company said.
The company’s board, including all three independent directors, approved the filing of an application for voluntary delisting during a special meeting on Oct. 7.
The proposed exit from the local bourse remains subject to three conditions.
These include approval by Figaro Culinary’s stockholders, completion of the tender offer and the attainment of the ownership threshold required under PSE rules.
FCSI and the majority shareholders must collectively own at least 95 percent of the company’s issued and outstanding common shares.
A lower threshold may apply if permitted by the PSE.
Figaro Culinary has scheduled a special stockholders’ meeting on Nov. 13 to seek approval for the voluntary delisting.
Its board also postponed the annual stockholders’ meeting, originally scheduled for the first Wednesday of December under the company’s bylaws, to Jan. 27, 2027.
The meeting’s time, record date and agenda remain subject to further board approval.
Figaro Culinary also requested the voluntary suspension of trading in its shares for the entire trading day on Oct. 8.
The company said the suspension would give investors enough time to assess the proposed tender offer and its implications.
