Figaro eyes PSE exit at P0.82 per share

Figaro Culinary Group Inc. (FCG) is preparing to leave the Philippine Stock Exchange (PSE), offering minority shareholders P0.82 per share as the restaurant operator moves to take its shares off the public market.

In a disclosure on Thursday, Figaro said its board approved the proposed voluntary delisting after receiving a tender offer notice from Figaro Coffee Systems Inc. (FCSI), which plans to buy out minority investors.

“The Tender Offer will be conducted at the price of P0.82 per share,” Figaro said.

The buyout will cover shares not held by major shareholders Monde Nissin Corp., Carmetheus Holdings Inc. and Camerton Inc., excluding directors’ qualifying shares.

FCSI will fund the acquisition through a senior secured term loan from China Banking Corp.

For the delisting to proceed, FCSI and the majority shareholders must collectively secure at least 95 percent of Figaro’s outstanding shares, or a lower threshold allowed by the PSE.

Figaro currently has 5.47 billion outstanding common shares.

The company’s board, including its three independent directors, approved the delisting plan, which will be presented to shareholders for approval at a special meeting on 13 November.

Figaro also sought a one-day trading suspension on Thursday to give investors time to assess the proposed buyout.

“The requested trading suspension is intended to ensure that the investing public has a reasonable and substantially equal opportunity to access, consider, and assess the information contained in the Company’s disclosure, particularly in light of the proposed tender offer and voluntary delisting,” Figaro said in a letter to the PSE.

The company will also seek the Securities and Exchange Commission’s approval to revoke its securities registration and permit to sell securities to the public, along with an exemption from reporting requirements.

Meanwhile, Figaro moved its annual stockholders’ meeting to 27 January 2027 to accommodate preparations for the special meeting.

The proposed delisting remains subject to regulatory and shareholder approvals.