PNB Property Dividend Transaction
In 2021, PNB declared property dividends in the form of shares of stocks of PNB Holdings Corporation (PHC). This dividend applies to PNB stockholders as of the record date of May 18, 2021.
For the guidance of stockholders, a set of Frequently Asked Questions (FAQs) has been prepared.
The FAQs provide detailed answers to common questions regarding PNB’s property dividends. The document addresses topics such as eligibility, the process of receiving dividends, tax obligations, and status in securing the necessary Certificate Authorizing Registration (eCAR) from the Bureau of Internal Revenue (BIR). Additionally, it offers insights on the distribution of fractional shares, instructions on how to settle the final withholding tax (FWT), and PHC’s plan to list on the Philippine Stock Exchange.
Key information includes the distribution schedule starting October 25, 2024, and the requirements for stockholders to have their eCARs issued and to settle their FWT before receiving their dividends.
The FAQs are a helpful guide for stockholders, heirs, and brokers/custodian banks in understanding the distribution process.
Frequently Asked Questions
- What is the PNB Property Dividend? In 2021, the Bank declared property dividends in the form of shares of stocks of PNB Holdings Corporation (PHC).
- Will PNB send notice to stockholders on their dividend entitlement and other information on the transaction? Yes, PNB started sending out the notices/ letters to all stockholders as of Record Date who are entitled to receive property dividends. PNB will likewise send other information relevant to the property dividend declaration, as needed.
- Who are entitled to receive the PNB Property Dividend? All PNB stockholders as of Record Date, May 18, 2021, are entitled to receive the PNB Property Dividends depending on the number of shares that the stockholder has as of said Record Date.
- How many shares will an entitled stockholder receive? The PNB Property Dividends shall be paid at a ratio of 0.156886919 PHC shares for every one (1) share of PNB (the “Property Dividend Ratio”).
- How did PNB arrive at the Property Dividend Ratio?
The Property Dividend Ratio was computed as follows:
PHC shares declared as PNB Property Dividends – 239,353,710
Divided by: Outstanding shares of PNB – 1,525,764,850
Equals: Property Dividend Ratio – 0.156886919 - Do you have a hotline that I can call to address my queries?
For inquiries, you may call 8573-4238.
You may also send an email to CORSEC_SHRelations@pnb.com.ph.
-
When is the distribution date of the PNB Property Dividend?
The distribution date is October 25, 2024 for stockholders with electronic Certificate Authorizing Registration (eCAR) issued by the Bureau of Internal Revenue (BIR) as of August 29, 2024 and who have fully settled their final withholding tax (FWT) on their dividend entitlement. The dividend distribution will continue as and when eCARs are released by the BIR and the corresponding FWT for the dividends are paid.
Please refer to item no. 9 of this FAQs regarding the eCAR. -
When will I get/receive the PHC Stock Certificates representing the PNB Property Dividends?
PNB will notify you once your PHC stock certificate/s become/s available. For release of the Property Dividends, an eCAR must be issued in your favor and the FWT due on your dividend entitlement must be fully settled.
Please refer to item no. 9 of this FAQs regarding the eCAR.
Kindly email/contact the following office to check the availability of your PHC stock certificate:
Use the following subject for your email: “STATUS OF MY STOCK CERTIFICATE”:
Office of the Corporate Secretary
Email: corsec_shrelations@pnb.com.ph Stock Transfer Agent
Philippine National Bank acting through its Trust Banking Group
Email: pnbtransferagency@pnb.com.ph -
What is the process in obtaining the required eCAR?
There are four important points to remember about the process to obtain the eCAR:
- PNB is the one applying with the BIR to secure eCARs on behalf of the entitled stockholders and brokers/custodian banks/trading participants under PCD Nominee Corporation.
- To secure the eCAR, the BIR requires PNB to submit information, such as but not limited to, tax identification number (TIN) of each stockholder, proof of payment of the necessary taxes, and other supporting documents that BIR may require. Additionally, for Scripless Shares –
- For stockholders whose PNB shares are being handled by his/her broker/custodian bank, the eCARs are issued under the name of the broker/custodian bank. Kindly coordinate with your broker/custodian bank to confirm if you are entitled to the PHC shares declared as PNB Property Dividend. Additionally, for Certificated Shares –
- For stockholders who have his/her PNB Certificates, the eCARs will have to be issued in your name. Kindly provide the details of your TIN to: pnbtransferagency@pnb.com.ph with any document/ID that will verify your TIN with email subject: INFORMATION UPDATE – TIN.
-
How will the Property Dividends be distributed?
The Property Dividends will be distributed to the entitled stockholders in the form of PHC shares of stock.
For Certificated Shares –
This will be evidenced by a stock certificate issued in favor of the stockholder. For Scripless Shares –
For PCD Nominee accounts who are composed of different brokers/custodian banks, kindly wait for further guidelines on how your Property Dividends will be distributed as PNB and PHC have noted the concerns raised by your clients. Updates will be disseminated once legal and compliance checks are completed. -
What are the requirements to receive the Property Dividend?
The stock certificate shall be prepared and released in your favor upon:
For Certificated Shares with duly verified issuance of eCAR (please refer Item No. 9 on process on how to obtain eCAR) –
- Submission/Presentment of original and photocopy of two (2) photo-bearing, signature-bearing, unexpired, government-issued ID of stockholder;
- If through a representative, please follow item no. 1 above plus an original authorization letter issued by the stockholder plus the original and photocopy of two (2) photo-bearing, signature-bearing, unexpired, government-issued ID of the representative; and
- Proof of full payment of your FWT (if applicable) made through a PNB branch or via PNB digital app. Please present or send proof of payment to pnbtransferagency@pnb.com.ph.
Kindly wait for further guidelines on how your Property Dividends will be given to you via email and disclosure e.g., PNB website. -
What do I need to do if I did not receive my Property Dividends?
For Scripless Shares –
For stockholders whose shares are being managed by a broker/custodian bank (i.e., scripless shares), kindly coordinate with your respective broker/custodian. For Certificated Shares –
The stockholder may send an email to pnbtransferagency@pnb.com.ph. -
If the stockholder is already deceased, can the heir receive the Property Dividends? Yes, the heir of a deceased stockholder may receive the Property Dividends. If yes, what are the requirements? Below is the list of requirements for the transfer of stock certificates of deceased stockholders to be accomplished and submitted to PNB, acting through its Trust Banking Group (TBG) as the Stock Transfer Agent (STA): (a) Original or Certified True Copy (CTC) of the Death Certificate; (b) Original or CTC of Affidavit of Self-Adjudication/Deed of Extra-Judicial Settlement of Estate executed by the heirs of the deceased Stockholder; (c) Original or CTC of the Publisher’s Affidavit attesting to the publication of the Affidavit of Self-Adjudication/Deed of Extra-Judicial Settlement of Estate once a week for three (3) consecutive weeks in a newspaper of general circulation; (d) Tax Clearance from the Commissioner of Internal Revenue stating that all taxes due on the estate have been fully settled or that there are no taxes due on the estate or Official Receipt for payment of estate taxes; (e) Proof of Affinity of the heirs to the Deceased Stockholder, such as Marriage Contract, Birth Certificate, etc.; (f) Specimen signature card of the new owner of the stock, duly authenticated (to be given by the STA); (g) Photocopies of two primary ID cards (Passport, Driver’s License, SSS, GSIS, Voter’s) of heir/s; (h) Photocopy of TIN card or any primary ID card/document bearing the TIN of the heir/s; (i) Two (2) year surety bond to be posted in favor of PNB in the amount equivalent to the market value of the shares of stock. Otherwise, the transfer of the shares of stock of a deceased stockholder to his heirs will be made after two (2) years from the last date of publication of the Affidavit of Self-Adjudication/Deed of Extrajudicial Settlement of Estate; (j) Original stock certificates; (k) Stock cancellation fee amounting to P20.00 for every cancellation of a stock certificate; (l) Stock transfer fee amounting to P100.00 for every issuance of a stock certificate. NOTE: For documents issued abroad, the same must be authenticated by the Philippine Embassy or the Philippine Consulate General that has jurisdiction over the country where it was issued or must bear an Apostille Certificate. (Note: from PNB website> About Us>Investor Relations>FAQs) FAQs
- What is a fractional share? A fractional share represents the partial share of your entitled Property Dividend as a result of calculating the entitlement using the Property Dividends declared ratio of 0.156886919 PHC shares for every one (1) share of PNB.
- What will happen to fractional shares? All fractional shares will be paid by PNB in its cash equivalent via check issued in favor of the stockholder. Please refer to item no. 19 of this FAQs for the relevant computation.
- When and how will the checks be distributed to the stockholders? PNB will notify you once your check becomes available. Kindly email the Office of the Corporate Secretary at corsec_shrelations@pnb.com.ph to inquire about the availability of your check: Use the following subject for your email: “STATUS OF CHECK FOR FRACTIONAL SHARE”:
-
Is there an option to opt out in receiving the entitled Property Dividend? PNB already allocated to the entitled stockholders the full dividend as declared. Thus, this is given to you as a reward for investing in PNB. Opting out could mean missing out on the potential growth and returns from the Property Dividend. Can I dispose of my PHC shares to third parties? Yes. Note however that since PHC shares are not yet listed in the PSE, you may sell only through a private transaction with your identified buyer. However, you may want to hold on to your PHC shares for now as selling through the PSE has lower friction cost/taxes compared to selling privately. Once PHC shares are listed, you may opt to sell/trade in the PSE through your broker/custodian bank. Please refer to item no. 23 of this FAQs regarding the prospective listing of PHC shares.
-
How is the final withholding tax (FWT) computed?
Kindly refer to the table below for the computation of FWT using a ratio of 0.156886919 PHC share for every one (1) PNB share:
No. of PNB Shares (a) No. of PHC Shares to be Received (b) = (a) x 0.156886919 Tax Rate (c) Amount of Tax Based on Par Value of PHC shares at P100) (d) = (b) x P100 x (c) [No. of PNB Shares] [NUMBER OF PHC SHARES] [Tax Rate] [Amount of Tax] -
How is the cash equivalent of fractional share computed?
The cash equivalent of fractional shares is computed by multiplying the fractional share to the par value (P100). For example, you have 1,000 PNB shares, you are entitled to receive 156.89 PHC shares. The fractional shares will be paid in cash. In this example, you will receive P88.69. Please see table below for further guidance:
No. of PNB Shares (a) No. of PHC Shares to be Received (b) = (a) x 0.156886919 Whole PHC shares to be received (c) = ROUNDDOWN(b) Decimal of the PHC shares to be received (fractional) (d) = b-c Amount of Fractional Shares on Par Value of PHC shares at P100 (e) = (d) x P100 1,000 156.89 156.00 0.8869 ₱88.69
-
Is the property dividend subject to certain taxes? Yes, Property Dividend is subject to FWT. Please refer to the letter/notice sent to you in September 2024 for the exact amount of your FWT, since stockholders may fall under different tax categories (e.g., local individuals, foreign individuals, and others). If yes, what is the applicable tax? For your added reference, please see Table 1 for the applicable tax rates for each taxpayer classification. Is PNB still open in accepting FWT payment? Yes. - Is the cash equivalent of the fractional shares taxable? If yes, what is the applicable tax The cash equivalent of fractional shares is computed by multiplying the fractional share to the par value (P100). For example, you have 1,000 PNB shares, you are entitled to receive 156.89 PHC shares. The fractional shares will be paid in cash. In this example, you will receive P88.69. Please see table below for further guidance: Yes, it is taxable and the tax due has been deducted already. Please see Table 1 for the applicable tax rates for each taxpayer classification for your added reference.
-
Can stockholders avail of preferential tax rates or tax exemptions? The Property Dividends are subject to FWT. The applicable tax rate will depend on the stockholder’s tax category (e.g., local individuals, foreign individuals, and others). If yes, what are the requirements? PNB released a public disclosure through Philippine Depository and Trust Corp. (PDTC) that discusses in greater detail the tax implications and requirements for PNB stockholders who wish to avail of tax exemptions. Copy of this disclosure may be provided upon request. To request for a copy, please email: CORSEC_SHRelations@pnb.com.ph
Table 1
The property dividends to be distributed to the stockholders shall be subject to the following final withholding tax (FWT) rates as prescribed under the National Internal Revenue Code (NIRC):
| Classification of Taxpayer | Final Withholding Tax Rate |
| Individual | |
| 1. Filipino Citizen (Resident or Non-Resident) | 10% |
| 2. Resident Alien | 10% |
| 3. Non-Resident Alien engaged in Trade or Business within the Philippines | 20% |
| 4. Non-Resident Alien NOT engaged in Trade or Business in the Philippines NOT availing the Tax Treaty Relief | 25% |
| 5. Non-Resident Alien NOT engaged in Trade or Business in the Philippines availing the Tax Treaty Relief | Depends on the Tax Treaty Relief of the country of residence |
| Corporation | |
| 6. Domestic Corporation | Exempt |
| 7. Resident Foreign Corporation | Exempt |
| 8. Non-Resident Foreign Corporation (NRFC) | |
| a. NRFC availing the Tax Treaty Relief | Depends on the Tax Treaty Relief of the shareholder’s country of residence |
| b. NRFC availing the Tax Sparing Rule | Depends on the shareholder’s country of residence as to the rate allowed as credit for taxes deemed paid in the Philippines |
| c. NRFC claiming the Tax Exemption | Exempt |
| d. NRFC in general | 25% |
- Will PHC be listed in the stock exchange? Yes, PHC plans to be listed in the Philippine Stock Exchange (PSE). Kindly wait for further announcement about this endeavor since listing of PHC is subject to approval of the PSE.
- Where can I get information about PHC? You may visit PHC’s website where you can find public information about the company – https://pnbholdings.com.ph/.