Professional Documents
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Inbamfi Equity Case
Inbamfi Equity Case
Submitted by:
Alivia, Dana Margaret
Carag, Vincent Adrianne
Gregorio, Kristine
Li, Senping
Ravelo, Princess
Siyang, Michaela Nicole
Submitted to:
The following description of the company was obtained from the PSE edge.
Grand Plaza Hotel Corporation (GPH) was registered with the Securities and Exchange
Commission on August 9, 1989, primarily to own, lease or manage one or more hotels, inns or
resorts, and other tourist-oriented businesses. The company is 54% owned by The Philippine
Fund Limited. GPH owns The Heritage Hotel Manila, a deluxe class hotel which offers 450
rooms and amenities such as restaurants, function halls, and a coffee shop. The hotel opened
on August 2, 1994, and the Company has continued to own and operate the hotel since then.
The Company's main source of income is revenue from the hotel operations. The market for
hotel services varied. The bulk of the room guests are corporate clients from various countries.
The majority of the room guests are Americans, Japanese, Koreans, Filipinos and guests from
Southeast Asian nations, while food and beverage guests are mainly Filipinos.
The selected financial information set forth in the following tables has been derived from the
Company’s audited financial statements as of December 31, 2018, 2017, 2016, 2015, 2014.
Income Statement
Cost of Goods Sold (COGS) incl. D&A 182933.3 89020 86633.3 94066.1 95150.2
Assets
Current Assets
Cash & Short Term Investments 259 242 261 239 237
Other Receivables 55 54 56 55 61
Inventories 9 8 32 29 14
Finished Goods 3 2 6 6 6
Raw Materials 6 6 7 6 8
Prepaid Expenses 10 10 9 8 5
Net Property, Plant & Equipment 480 509 565 591 625
Property, Plant & Equipment - Gross 1,428 1,421 1,401 1,388 1,390
Transportation Equipment 7 6 4 4 4
Other Property, Plant & Equipment 392 389 376 370 377
Transportation Equipment 5 4 4 4 4
Other Property, Plant & Equipment 369 361 346 333 327
Other Assets 11 15 10 10 84
Accounts Payable 32 41 32 37 42
Income Tax Payable - - 1 3 2
Accrued Payroll 20 20 13 24 19
Other Liabilities 3 3 4 5 32
Rights Shares 93,023,256 Common Shares of the GPH with a par value
of ₱10.00 per share. The Rights Shares shall be issued
from the unissued capital stock of GPH and rank equally in
all respects with the existing Common Shares, including
the right to receive all dividends or distributions made,
paid or declared after a valid subscription agreement is
perfected between GPH and a buyer as evidenced by the
written acceptance by the Bank of the application to
subscribe (the “Application to Subscribe” or the
“Application”) of the buyer and other conditions, including
listing of the Rights Shares on the PSE. .
Joint Global Coordinators Deutsche Bank AG, Hong Kong Branch and J.P. Morgan
and Joint Bookrunners Securities plc
Stock Transfer Agent and Philippine National Bank – Trust Banking Group
Receiving Agent
Offer Price The Rights Shares are being offered at a price of ₱10.75
per share. The Offer Price was determined by computing
the volume-weighted average price of the GPH’s Common
Shares on the PSE for each of the fifteen (15) consecutive
trading days from February 27 to March 28, 2019 and
applying a discount of approximately 8.51%.The discount
of 8.51% was determined through discussions among the
Bank and the Sole Underwriter. The Offer Price is ₱10.75
per Rights Share
Offer Period The Offer Period shall commence on August 15, 2019 at
9:00 a.m.
(Manila time) and end on August 24, 2019 at 12:00 p.m.
(Manila
time). GPH reserves the right to extend or terminate the
Offer Period with the approval of the PSE.
Minimum Subscription Each Application must be for a minimum of one (1) Rights
Share..
Eligible Shareholders The Rights Shares are being offered to existing holders of
Common Shares as of the Record Date who are: (i)
holders located inside the Philippines and (ii) holders
located in jurisdictions outside the Philippines and the
United States where it is legal to participate in the Offer
under the securities laws of such jurisdiction. The
Common Shares of the Bank may be held by any person
or entity, regardless of nationality, subject to the right of
the Bank to reject an Application or reduce the number of
Rights Shares applied for subscription or purchase if the
same will cause the Bank to be in breach of the Philippine
ownership requirement under relevant Philippine laws.
Restrictions on Ownership The Philippine Constitution and related statutes set forth
restrictions on foreign ownership of companies engaged in
certain activities. The GPH is subject to Philippine
legislation restricting the aggregate foreign ownership to
40.0% of the outstanding Shares. Accordingly, GPH
cannot allow the issuance or the transfer of its Common
Shares which may result in GPH ceasing to be at least
60.0% owned by Philippine Nationals.
Payment Terms The Rights Shares must be paid for in full to the
designated “GPH Stock Rights Offer” settlement account
upon submission of the Application. Payment must be
made by (a) check drawn against any BSP-authorized
agent bank or any branch thereof in Metro Manila to the
order of “GPH Stock Rights Offer”; or (b) debit of an
existing PNB account owned (solely or jointly under an
“and/or” arrangement) by such applicant. Certificated
shareholders residing outside of the Philippines and
outside the United States may submit their payment by
way of remittance (telegraphic transfer) in favor of the
Bank for direct credit to “GPH Stock Rights Offer”. Check
payments must be dated as of the date of submission of
the Application and crossed “Payee’s Account Only”. All
bank charges (as applicable) shall be for the account of
the applicant. The payment for the subscription price must
be received by the Bank in full without any deduction
Documentary Stamp Tax All documentary stamp taxes applicable to the original
issuance of the Rights Shares shall be for the sole
account of the Bank.
Registration and Lodgment Rights Shares are required to be lodged with the
of Shares with the Philippine Philippine Depository & Trust Corporation (the “PDTC”).
Depository & Trust Corp Applicants must provide the required information in the
Application to effect the lodgment. Applicants may request
their shares to be issued in certificated form and to receive
stock certificates evidencing their investment in the Rights
Shares through their respective brokers after full payment,
lodgment and listing of the Rights Shares and in
accordance with existing procedures. Any expense
incurred in connection with such issuance of stock
certificates shall be for the account of the applicant, except
for expenses to be incurred by Philippine National Bank –
Trust Banking Group, in its capacity as the stock transfer
agent, which shall be borne by the Bank provided, a
request and submission of completed documents and
requirements to the Philippine National Bank – Trust
Banking Group is made within 90 calendar days from the
Listing Date
Registration of Foreign The BSP requires that investments in the Rights Shares
Investments funded
by inward remittance of foreign currency be converted to
Philippine Pesos and registered with the BSP if the foreign
exchange needed to service capital repatriation or
dividend
remittance is to be sourced from the domestic banking
system.
The registration with the BSP of all foreign investments in
the
Rights Shares shall be the responsibility of the foreign
investor
and all costs therefore borne by such foreign investor.
Lock-up The Bank has agreed with the Joint Global Coordinators
and Joint Bookrunners that, other than in connection with
the issuance of Rights Shares for purposes of the Offer,
neither the Bank nor any person acting on its behalf will,
for a period of 90 days after the Listing Date, without the
prior written consent of the Joint Global Coordinators and
Joint Bookrunners, issue, offer, sell, contract to sell,
pledge, charge, grant options over or otherwise dispose
of, directly or indirectly (or publicly announce any such
issuance, offer, sale, pledge, charge, options or disposal
of), or enter into a transaction which would have the same
effect (or publicly announce the entry into any such
transaction), or enter into any swap, hedge or other
arrangement (or publicly announce the entry in any such
swap, hedge or other arrangement) that transfers in whole
or in part, any of the economic consequences of
ownership of the Common Shares, whether any such
aforementioned transaction is to be settled by delivery of
the Common Shares or securities convertible or
exchangeable into or exercisable for Common Shares or
warrants or other rights to purchase Common Shares or
any security or financial product whose value is
determined directly or indirectly by reference to the price
of the Common Shares, including equity swaps, forward
sales and options.
Listing and Trading The Bank’s application for the listing of the Rights Shares
was approved by the PSE on May 29, 2019. All of the
Rights Shares are expected to be listed on the PSE on
September 03, 2019. Trading is expected to commence on
the same date that the relevant Rights Shares are listed
on the PSE.
Credit Risk
Risk that the company would incur if credit customers and counterparties fail to
perform their contractual obligations. This also arises principally from the Company’s
trade receivables.
Liquidity Risk
Risk that the company will not be able to meet its financial obligations as they fall
due. This type of risk if managed by the company by forecasting projected cash flows
and maintaining a balance between continuity of funding and flexibility in operations. The
company also ensures that sufficient cash is maintained in order to cover operational
and working capital requirements by making sure that treasury controls and procedures
are in place.
Market Risk
Risk that changes in the market such as foreign exchange rates, interest rates
and other market prices that would affect the company’s income. The company is
subjected to different market risks such as:
a. Room Rates
- Risk from room rates affects the company’s ability to recover high
operating costs through the price increase. However, this is limited
due to the competitive pricing environment in the Philippines.
Furthermore, the company manages this type of risk by signing
contracts with a short period of expiry to give them more time to
adjust its room rates in accordance with market conditions.
Operational Risk
A risk that involves internal failures like the business’ system or process. The business’
processes, people or system fail unexpectedly, therefore there is no return in operational risk if it
does happen. It can also result to unforeseen external events that are out of the company’s
control. Any kind of event that interrupts the company’s core operation falls under this kind of
risk.
Reputational Risk
A risk that is a threat to the good standing of the business. It can occur directly as the
result of the action of the company, or indirectly due to the actions of the employees. It can also
happen through peripheral parties, like joint ventures partners or suppliers. The company needs
to be socially responsible and environmentally conscious to avoid or minimize any reputational
risk.
V. Use of proceeds
The Company intends to use the proceeds it receives from this Offer to build a new
casino and to renovate the building of the Grand Plaza Hotel, in the amount of
approximately ₱1.0 billion based on an Offer Price of ₱10.75 per Rights Share. Part of
the proceeds will also be used to cover the expenses for the Offer. After deducting the
estimated expenses related to the Offer of approximately ₱224.2 million, net proceeds to
the Company from the Offer are expected to be approximately ₱774.8 million.
Breakdown of Proceeds to Grand Plaza Hotel:
Amount
Amount
In the event that the actual expenses relating to the Offer are different from the above
estimates, the actual net proceeds to the Company from the Offer may be higher or
lower than the expected net proceeds set forth above. Any increase or decrease in the
net proceeds to the company shall be addressed by using internal generated funds to
finance the shortfall in case of a decrease.
The Rights Shares are being offered at a price of ₱10.75 per share. The Offer Price was
determined by computing the volume-weighted average price of the GPH’s Common Shares on
the PSE for each of the fifteen (15) consecutive trading days from February 27 to March 28,
2019 and applying a discount of approximately 8.51%.The discount of 8.51% was determined
through discussions among the Bank and the Sole Underwriter. The Offer Price is ₱10.75 per
Rights Share
A. Current Ratio
The slight increase in the current ratio is due to the decrease in the short-term debts to its
suppliers or creditors.
B. Debt to Equity
The debt to equity ratio is decreased by 2% due to the decrease in the current liabilities.
The net profit margin ratio decreased over the year but improved in the year 2018 due to the
increase in net income.
D. Return on Assets
E. Return on Equity
Improved Return on Equity despite negative values due to a decrease in net loss.
a. Liquidity Ratios
d. Profitability Ratios
d. Profitability Ratios