This article applies to DragonFi clients who hold shares in a company that has announced a voluntary delisting and tender offer.
What Is Happening?
When a publicly listed company initiates a voluntary delisting, it is choosing to remove its shares from trading on the Philippine Stock Exchange (PSE). As part of this process, the company is required to conduct a Tender Offer — giving existing shareholders the opportunity to sell their shares at a specified offer price before the stock is removed from the exchange.
DragonFi will notify clients when a tender offer for delisting has been announced for a stock.
Why DragonFi Auto-Tenders Your Shares by Default
DragonFi's auto-tender default exists to protect you as an investor.
When a stock is delisted, it is permanently removed from the PSE. This means there is no longer a public market where you can buy or sell your shares — and no guarantee that you will ever be able to convert them back to cash. Shareholders who are left holding delisted shares often find themselves with an asset that is extremely difficult, if not impossible, to liquidate.
By defaulting to Option A (Tender), DragonFi ensures that clients who may be unaware of the tender offer deadline — or who simply miss it — are not inadvertently left holding illiquid shares with no clear path to exit. It is our best interest and intention to look out for our clients and make sure no one is caught off-guard by a deadline that could significantly impact their investments.
That said, we respect your right to make the final call. If you have a specific reason for retaining your shares after delisting, you may actively override the default before the cut-off deadline. Please read the options below carefully before doing so.
DragonFi's Auto-Tender Default
Pursuant to Section 16.1 of the DragonFi Online Trade and Margin Agreement (OSTMA), DragonFi will log a default corporate action on your account when a tender offer for delisting is announced for a stock you hold.
🚨 Default State: Option A — Tender Your Shares (Automatic)
Your shares are scheduled to be tendered unless you take action.
If you do not submit a contradiction before the stated cut-off deadline, DragonFi will automatically tender all your shares on your behalf at the tender offer price. Standard broker commissions, taxes, and clearing fees will be deducted from the gross proceeds, and the net amount will be credited to your cash balance.
By allowing the cut-off deadline to pass without overriding the default:
- Your silence or inaction constitutes a valid, binding electronic instruction for DragonFi to execute the Application to Tender Shares on your behalf.
- Once the automated system sweep executes at the cut-off deadline, your shares will be moved to the Tender Offer Agent's clearing pool. This action is final and cannot be reversed or cancelled.
🚨 Objection State: Option B — Retain Your Shares (Active Override Required)
If you actively choose to override the default and retain your shares, you assume full responsibility for the following:
- Loss of Public Market: After the official delisting date, your shares will no longer be tradeable on the PSE. There will be no secondary market, resulting in extreme asset illiquidity.
- Disabled Order Functions: Buy and sell functionalities for this stock will be permanently disabled in your DragonFi app after the delisting takes effect.
Summary of Your Options
Option A — Participate and Tender All Shares (Default)
Allow the automated system to sell your shares at the tender offer price. No further action or signature is required to execute this path. Your proceeds (net of fees) will be credited to your cash balance after the tender offer settles.
Option B — Object and Retain Unlisted Shares (Active Override Required)
Actively reject the default tender. You explicitly instruct DragonFi to cancel the automated tender request and maintain your ownership of these shares into the unlisted, private-company phase after delisting.
Who Can Participate?
All registered owners of the company's common shares as of any date during the Tender Offer Period are eligible to tender all or part of their holdings.
What Are Your Options as a Shareholder?
Shareholders generally have three options during a tender offer for delisting:
1. Tender your shares to the offer
Accept the tender offer and sell your shares at the stated offer price. This is the most straightforward way to exit your position and convert your holdings to cash.
2. Sell your shares on the exchange before the tender offer closes
If the stock's market price is near or at the tender offer price, selling in the open market before the offer closes is another way to exit your position — often faster than waiting for tender settlement.
3. Hold your shares and not tender
If you choose not to tender by the end of the offer period:
- Your shares will no longer be tradable on the stock exchange after delisting.
- You would need to sell them back to the company through negotiated arrangements or other mechanisms permitted by law and the company's post-delisting process.
- This can be significantly less liquid and more administratively complex than tendering during the offer period.
How Do I Participate?
DragonFi clients who wish to tender their shares (Option A) or override the default and retain their shares (Option B) must accomplish the corresponding Google Form for the specific tender offer.
You can find the form under the list of active Tender Offers in the Corporate Actions section of the DragonFi Help Center.