Top Line plans P1.5-B preferred share offer to fund import, trading

CEBU-BASED fuel retailer Top Line Business Development Corp. is planning to raise up to P1.5 billion through a follow-on offering to support its import and trading operations.

In a statement on Monday, the company said it had filed a registration statement with the Securities and Exchange Commission (SEC) covering the offer and sale of up to P1 billion in perpetual preferred shares, with an oversubscription option of up to P500 million.

The base offer consists of up to 10 million perpetual preferred shares, with an oversubscription option of up to five million shares, priced at up to P100 apiece.

A follow-on offering refers to the issuance of additional shares after an initial public offering to raise capital.

“The preferred share issuance marks an important step in strengthening our capital base while providing stable returns for our investors through fixed dividends,” Top Line President and Chief Executive Officer Eugene Erik Lim said.

“As we build on the momentum from our initial public offering last year, this fundraising will support our vertical integration strategy by enhancing supply chain capabilities, expanding our retail network, and improving procurement flexibility,” he added.

Proceeds from the offer will fund the expansion of the company’s supply chain network, including its planned shift to direct fuel importation through subsidiary Topline Logistics and Development Corp., following the establishment of its trading arm in Singapore.

Last month, Top Line said it plans to set up a wholly owned subsidiary in Singapore to facilitate fuel importation and optimize procurement.

A portion of the proceeds will also be allocated to expand depot infrastructure and storage capacity to support higher import volumes, which the company said will underpin the growth of its retail arm, Light Fuels Corp.

“Through these initiatives, we aim to improve operational resilience, enhance margins, and deliver sustainable long-term value to our shareholders,” Mr. Lim said.

The company has tapped PNB Capital Investment Corp. as sole issue manager and, together with Security Bank Capital Investment Corp., as joint lead underwriters and joint bookrunners.

The offer period is scheduled from May 19 to June 1, 2026, subject to regulatory approvals.

F. Yap Securities Investment Analyst Marky Carunungan said “the raise is less about pure hedging against disruptions and more about repositioning the business toward margin expansion, with volatility becoming a potential earnings lever rather than just a risk.”

“By moving into direct sourcing and expanding storage, the company is effectively increasing its exposure to inventory and trading dynamics. This enhances supply security, but more importantly, it gives TOP the ability to optimize procurement timing and capture spreads across the value chain,” he said in a phone message.

Top Line began in leasing and real estate before entering the fuel sector in 2017. It is now involved in commercial trading, depot operations, and retail fuel distribution in the Visayas. Through Light Fuels, the company opened its first service station in Mandaue City, Cebu, in 2023. — Sheldeen Joy Talavera