Ayala Land approves capital restructuring to meet foreign ownership rule

Property developer Ayala Land Inc. will go on capital restructuring to meet the foreign ownership limits for Filipino companies.   The capital restructuring exercise is based on a Supreme Court ruling last year that non-voting shares do not count as equity in computing a company’s Filipino ownership, the Ayala Land said in a statement filed before the Philippine Stock Exchange Tuesday.   Its board of directors approved the restructuring exercise on Monday.   To restructure the company’s equity, the board approved the redemption and retirement of 13 billion outstanding preferred shares.   This will dilute the value of Ayala Land’s authorized capital stock by P1.3 billion.   As of Oct. 31, 2011, Ayala Land’s common voting shares were 61.7 percent Filipino-owed and 38.3 percent foreign-owned. Its preferred shares were 1.7 percent held by foreigners and 98.3 percent by Filipinos.   Ayala Land’s common voting shares have a par value of P1 each, and its preferred shares have a par value of P0.10 apiece.   To make up for the dilution, the company will reclassify 1.965-billion unissued preferred shares to voting preferred shares by amending its articles of incorporation, Ayala Land noted in its statement.   By coughing up additional voting preferred shares in a stock rights offer of 13.043-billion voting preferred shares, Ayala Land will increase its authorized capital stock by P1.3 billion.   The stock rights offer will be issued pro rated to Ayala Land’s holders of common stocks.   The company said it the board also approved a P15-billion bond float, consisting of seven- and 10-year bonds, to partly finance its capital expenditure for 2012.   Ayala Land hired BPI Capital and Hongkong and Shanghai Banking Corp. as issue managers and joint lead underwriters. Also during Monday’s board meeting, the Ayala Land directors approved a regular cash dividend of P0.109488 per outstanding common share.   The first semester cash dividend “reflects a 50% increase from last year’s cash dividend of P0.0733 per share.”   A “planned  second semester cash dividends will bring the company’s dividend payouts to 40% percent of prior year’s earnings,” according to Ayala Land.   The cash dividend is payable to stockholders on record as of March 7, 2012. — CMA/VS, GMA News