PNB Holdings Corporation (PNB Holdings) is listing its shares on the Philippine Stock Exchange (PSE) in what is known as “listing by way of introduction” (LBWI).  

The plan has long been laid out but the process only gained traction recently when the company took the formal steps on December 26, 2025, leading to the filing of the  listing application with the Securities and Exchange Commission (SEC) and the PSE — with the listing to have been occurred this week.

Recall that the board of directors of the Philippine National Bank (PNB) approved on April 23, 2021 the property dividend declaration of up to 239,353,710 common shares of PNB Holdings to all stockholders of record as of May 18, 2021.

Property dividends occur when a company declares and distributes assets other than cash, such as shares of stocks in a company’s subsidiary or affiliate or tangible products of the company. 

Through the distribution of PNB Holdings shares via the declaration of the property dividends, all shareholders of PNB will become part owners of the company, allowing them to benefit from future potential gains from the development of the properties held by the former.  

The potential gains may materialize in the form of an increase in the valuation of the shares received or entitlement to dividends out of the earnings realized from the company’s property assets.

The property dividend was paid at a ratio of 0.156886919 shares of PNB Holdings for every 1 share of PNB. The ratio for property dividend was determined by dividing the total number of outstanding shares declared as property dividends of PNB Holdings, which is 239,353,710 common shares, by the total number of outstanding shares of PNB of 1,525,764,850. 

The distribution of the property dividends to PNB’s shareholders has been going since October 25, 2024.  

In case a stockholder was entitled to a fractional PNB Holdings share, PNB will pay for such fraction in cash based on par value on the payment or settlement date.

Only stockholders who have settled the required Final Withholding Tax (FWT) and has received the electronic Certificates Authorizing Registration (eCARs) from the Bureau of Internal Revenue (BIR) could claim the property dividend.

Short and efficient way of listing 

LBWI is not a new method for public listing. It has been one of the listing standards long availed of in the local bourse by securities issuers. 

Due to some questions encountered in the past about its sound application, it was suspended for further review by the Securities and Exchange Commission (SEC) on February 18, 2010, through Memorandum No. 2010-0072.

On March 24, 2010, LBWI was restored. This now forms part of the revised rule of the Philippine Stock Exchange (PSE) on listing by way of introduction. 

Primarily, a company chooses to list by LBWI in order to gain access to the capital markets in the future — the capital markets offer a ready form of funding for companies, enabling them to embark on growth and expansion plans or to fund their working capital with greater ease.  

Another is to unlock the intrinsic value and market share-price potential of the company. Listing will allow a company’s shares to trade on the stock exchange, with its intrinsic value or price determined by market demand and supply forces. In other words, the exercise will enable the generation of a market determined valuation for the company.

Corollary to share-price discovery, the exercise will enable the company to give a separate market presence to assets already distributed.

Finally, LBWI is shown to be a practical and efficient way of listing one’s shares of stock in the stock market. It dispenses with the cumbersome and time-consuming process of a public offering. Likewise, LBWI can also ensure fair market valuation in the same way how the investing public is usually assured good valuation thorough due-diligence review process in a public offering. Its success is further assured by a number of sound post-listing requirements that safeguard the integrity of the issue as provided for in the revised SEC rule for LBWI.

Objective of the exercise

Given that PNB Holdings shares are already fully paid for, the aim of the present undertaking is not to raise capital immediately, but to provide the company with a regulated environment within which to trade its shares and be able to pursue its goal for liquidity and strategic growth. 

PNB Holdings is currently focused on the enhancement and redevelopment of the PNB Financial Center in Pasay City, the PNB Makati Center along Ayala Avenue, and the Buendia–Paseo de Roxas commercial lot in Makati City. 

At the moment, upgrades continue at the PNB Makati Center and PNB Financial Center to maintain their competitiveness as prime leasing properties until such time that they are ready for redevelopment. These enhancements are intended to ensure that the buildings remain aligned with current property market requirements. 

The LBWI may also pave the way for an “eventual follow-on offering (FOO) within the next three to four years” as part of PNB Holdings capital-raising initiatives to support future redevelopment plans. However, no definitive decision has yet been made regarding any FOO nor is there a definitive timetable or structure on the matter at this time.   

What is clear is at present is that the LBWI is a strategy to provide an orderly trading venue and liquidity for the PNB Holdings shares distributed as property dividends to PNB stockholders, and to support long-term strategic direction. 

Investment potential and valuation strategy

The three properties are carried at a book value amounting to P46.8 billion. This initially implies significant unrealized gains of around P34.1 billion based on the market value of P80.9 billion as of late 2025. These market values are as well expected not just to hold but may even increase due to ongoing redevelopment projects in surrounding districts.  

The PNB Financial Center in Pasay City, near Manila Bay, is a 10-hectare property. It’s the company’s largest asset in terms of total leasable area and currently outperforms other players in the Bay Area market.

Meanwhile, the PNB Makati Center on Ayala Avenue, within the Makati Central Business District (CBD) has ongoing upgrades, which is expected to reach near full occupancy by 2026.

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The 8,000-sqm commercial lot at the intersection of Senator Gil J. Puyat Avenue and Paseo de Roxas in Makati City while empty is considered the company’s “readiest asset for redevelopment” and its full value is expected to be maximized using the new floor area ratio (FAR) product mix. 

The company’s main strategy to maximize the value of its current assets and exploring future growth is to focus on opportunities within the commercial, office, retail, and ultra-luxury segments, leveraging on their strategic locations. It will be implemented through a multi-phased plan that may provide a sustained growth pipeline for PNB Holdings for the next 15 years, accordingly.  

On the other hand, while there is no approved plan at this time for the company to enter the “mass residential market,” PNB Holdings is not discounting the matter altogether as it continues to monitor market developments as part of its strategic review processes. 

Keep an eye on the company’s disclosures upon listing, it might just become more than a SPECULATIVE BUY. – Rappler.com

(The article has been prepared for general circulation for the reading public and must not be construed as an offer, or solicitation of an offer to buy or sell any securities or financial instruments whether referred to herein or otherwise.  Moreover, the public should be aware that the writer or any investing parties mentioned in the column may have a conflict of interest that could affect the objectivity of their reported or mentioned investment activity. You may reach the writer at densomera@yahoo.com)