Tubig Pilipinas Holdings, Inc. (TPHI) intends to carry out at least one follow-on offering — a sale of additional shares to public investors by an already-listed company — within a year of completing its P6.65-billion share-swap acquisition, as it works to bring its public float back above the minimum level required by the Philippine Stock Exchange (PSE).

"TPHI shall initiate and pursue fundraising activities that include at least one follow-on offering that shall be conducted by the company within one year from the completion of the share swap," the company said in its comprehensive corporate disclosure on Monday.

TPHI's public float dropped to 10.64% from 28.31% after it acquired Tubig Pilipinas Group, Inc. (TPGI), leading the PSE to suspend trading in its shares on Monday. Under the exchange's backdoor-listing rules, the company is required to maintain a minimum public float of 20%. Such minimum public ownership requirements are designed to keep enough of a listed company's shares in outside hands to sustain trading liquidity in the stock.

The company has not yet disclosed the size, price, or timetable of the planned offering.

The latest trading halt, imposed under the PSE's amended minimum public ownership rule, came four days after the exchange lifted an earlier suspension tied to the company's compliance with its revised backdoor-listing rules.

In the same Monday disclosure, TPHI said it received a certificate authorizing registration from the Bureau of Internal Revenue on Oct. 16 and subsequently issued shares to complete the acquisition. The transaction involved the issuance of common shares to Pure Water Corp., Quadwater Corp., and CEF2 A09 B.V. in exchange for their combined 100% ownership of TPGI.

The deal was valued at approximately P6.646 billion, based on an independent valuation prepared by Isla Lipana & Co.

Following the share swap, TPHI's outstanding shares rose to roughly 106.46 billion from 40 billion, while the number of publicly held shares remained unchanged at about 11.33 billion. Because the public share count stayed fixed while the total more than doubled, the float slipped below the 20% floor even though public holders did not sell. Pure Water and Quadwater each hold a 37.65% stake in the listed company, giving them a combined ownership of 75.3%, according to the disclosure.

TPGI operates 12 water facilities nationwide and has five projects under construction, according to the company.

The acquisition forms part of TPHI's shift to water infrastructure following the divestment of its former coal-related subsidiary, Titan Mining Energy Corp. With the offering's size, price, and timetable still unannounced, those details — and the company's progress back above the 20% threshold — are the immediate items to watch. — Sheldeen Joy Talavera