Philippine-listed Sinophil Corp says it will adopt a dividend policy of “paying at least 80 percent of [the] previous year’s unrestricted retained earnings”, fuelled by eventual payments from its participation in the City of Dreams Manila casino resort via subsidiary Premium Leisure and Amusement Inc (PLAI).
The information was included in a so-called “cleansing statement” about the business on Monday issued to the Philippine Stock Exchange.
The firm – which is currently awaiting regulatory approval for a change of name to Premium Leisure Corp – is a subsidiary of Belle Corp.
Belle announced in June it would reorganise its gaming assets under Sinophil, including its 100-percent ownership of PLAI and its shares representing 34.5 percent of online lottery system provider Pacific Online Systems Corp. PLAI controls Belle’s participation in City of Dreams Manila.
On August 18, Belle further announced it had hired Hong Kong-based brokerage CLSA Ltd to “study the feasibility” of the company selling “a portion” of its current equity ownership in Sinophil to public investors.
According to King & Wood Mallesons, an international law firm based in Australia and specialising in advising companies on corporate transactions, cleansing statements typically involve disclosure of “non-public price-sensitive information” so that an acquisition or exercise involving the transfer in ownership of securities can take place.
Monday’s filing says Belle currently has 50.4 percent of what it refers to as “Premium Leisure Corp” (i.e., Sinophil) but is due to enlarge its holding to 90 percent via subscription to new shares.
But Willy Ocier, Belle’s vice chairman and also chairman of Sinophil, on July 21 told GGRAsia that is was “not necessary” for Belle to own 90 percent of Sinophil, and that it was likely a portion of the 90 percent (as eventually enlarged) would be sold to the public.
Sinophil’s cleansing statement outlines what is a complex ownership structure and complex structure of payable fees between various parties relating to City of Dreams Manila (pictured in an artist’s rendering). Some of the complexity relates to the history of the project.
The Sy family, which controls Belle, had originally intended to develop the casino resort with Leisure and Resorts World Corp and its subsidiary AB Leisure Global Inc.
But in October 2012, Belle and PLAI made a series of new agreements with Macau casino investor and developer Melco Crown Entertainment Ltd to advance the scheme instead.
AB Leisure in March 2013 agreed to terminate its initial deals with Belle and in exchange to serve as an advisor to the project, and to receive a share in payments owed to PLAI under the new operating agreement with Melco Crown.