Philippine Stock Exchange, Inc. · PSE:PSE
Philippine Stock Exchange — Securities and Exchange Commission (Philippines) — SEC-PSE Corporate Governance Forum 2014
34 slides from Philippine Stock Exchange's conference presentation, Oct 21, 2014
Slide 1: Summary of Approved Amendments to SRC IRR Relevant to Publicly Listed Companies
SUMMARY OF APPROVED AMENDMENTS TO SRC IRR RELEVANT TO PUBLICLY LISTED COMPANIES October 21, 2014 Vicente Graciano P. Felizmenio, Jr. Director, Markets and Securities Regulation Department SEC, Philippines 1
Slide 2: Outline
Outline Change in Title SRC Rule 3 - Definition of Terms SRC Rule 8 - Requirement to File R.S. SRC Rule 9 - Exempt Securities General Applicability of the Anti-Fraud Provision SRC Rule 10 - Exempt Transactions Private Placement Definition QBs Definition Small or Limited Offering SECURIT
Slide 3: Outline (continued)
Outline SRC Rule 12 - Registration of Commercial Papers Publication of Notices Requirement to File R.S. SRC Rule 14 – Minor Change SRC Rule 17 – Filing of CP Information Statement SRC Rule 18 – Report Filed by B.O. SRC Rule 19 – Tender Offer Rule Coverage Mandatory Tender Offer V
Slide 4: Revised SRC Rules, formerly Amended SRC Rules
Revised SRC Rules formerly Amended SRC Rules SECURITIES & EXCHANGE COMMISSION 4
Slide 5: Definition of Control is amended
SRC Rule 3 The definition of “Control” is amended: Control is the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. It is presumed to exist when the parent entity owns, directly or through subsidiaries and/or associates, more than on
Slide 6: Definition of Public Offering is amended
SRC Rule 3 The definition of “Public Offering” is amended: Public Offering iv. Distribution and/or making available flyers, brochures or any offering material in a public or commercial place or to prospective purchasers through the postal system, internet and other acceptable means of communication.
Slide 7: 8.1 – Requirement to File Registration Statement
SRC Rule 8.1 – Requirement to File Registration Statement (RS) No longer exempted from registration: “Shares of companies covered by Section 10.1 and 10.2 (Exempt Transactions) of SRC, that are applying for listing at PSE.” [under SEC MC 9 (2008)] SECURITIES & EXCHANGE COMMISSION 7
Slide 8: 8.1 – Sale of the securities
SRC Rule 8.1 – Requirement to File Registration Statement (RS) E. Sale of the securities If the sale is not commenced within two (2) business days as aforementioned or is terminated at the instance of the Issuer before the end of the offering period, the RS shall be cancelled and all fees paid there
Slide 9: 8.1 – Shelf Registration
SRC Rule 8.1 – Requirement to File Registration Statement (RS) 2.Shelf Registration Securities covered by a previously rendered effective RS may continue to be offered or sold under the same terms and conditions within 3 years from the said effective date If the remaining registered or unsold securi
Slide 10: 8.1 – Requirement to File Registration Statement (RS)
SRC Rule 8.1 – Requirement to File Registration Statement (RS) A. At least 5 business days prior to the offering or sale - inform the Commission in writing the material changes B. Filing fees (i) filing fee - 1/10 of 1% of the issued value (based on the NAVP if it is a mutual fund) of the first tran
Slide 11: Filing fees and undertaking for shelf registration
A. At least 5 business days prior to the offering or sale - inform the Commission in writing the material changes B. Filing fees (i) filing fee - 1/10 of 1% of the issued value (based on the NAVP if it is a mutual fund) of the first tranche of securities (ii) filing fees of the subsequent tranches-
Slide 12: SRC Rule 9.2 – Exempt Securities
SRC Rule 9.2 – Exempt Securities 2. The registration requirements shall not likewise apply to any of the following: B. Evidence of indebtedness issued to qualified buyers (i) Issued to not more than 19 non-institutional lenders including directors, officers, stockholders and related interests; Xxx…x
Slide 13: SRC Rule 9.2 – Exempt Securities
SRC Rule 9.2 – Exempt Securities 3.Notwithstanding the exemption from registration requirement - shall not be exempt from the coverage of the provisions of the Code on civil and other related liabilities and other applicable provisions of the Code on fraud 4.Commission may require an issuer of a cla
Slide 14: SRC Rule 10.1 – Exempt Transactions
SRC Rule 10.1 – Exempt Transactions 2. Restrictions for Transactions under Section 10.1(k) of the Code A. It will be a VIOLATION if the number of non- qualified investors exceeds 19 within a 12 month period, or when the sale of an unregistered security, which is not exempt or which does not fall und
Slide 15: SRC Rule 10.1 – Qualified Buyers
SRC Rule 10.1 – Exempt Transactions 9.Qualified Buyers A. Qualified Individual buyer - natural person registered with entities that are authorized by the Commission to act as registrar of qualified buyers Qualifications: (i) annual gross income of at least Php10M at least two 2 years prior to regist
Slide 16: Qualified Buyers qualifications
Qualifications: (ii) Has been engaged in securities trading personally or through a fund manager for a minimum period of 1 year, or has held for at least 2 years a position of responsibility in any professional business entity that requires knowledge or expertise in securities trading B. Juridical p
Slide 17: SRC Rule 10.2 – Small or Limited Public Offerings
A new SRC Rule 10.2 is inserted after SRC Rule 10.1 SRC Rule 10.2 – Small or Limited Public Offerings 1.Small offering of securities -if the aggregate amount covered by the application for exemption is less than five percent (5%) of the Issuer’s total net assets and that the number of shares covered
Slide 18: SRC Rule 10.2 – Small or Limited Public Offerings
A new SRC Rule 10.2 is inserted after SRC Rule 10.1 SRC Rule 10.2 – Small or Limited Public Offerings 3. Procedural and documentary requirements… 4. Issuers of securities of small or limited character - submit to the Commission, on an annual basis, the amount of securities issued and the persons to
Slide 19: Requirements for Registration of Commercial Papers
SRC Rule 12.1 is amended 6.Requirements for Registration of Commercial Papers A. registration requirements before offered for sale: (i) RS shall be filed (ii) For short-term commercial papers, the underwriting arrangement shall be on a best effort basis unless the Issuer can show sufficient proof th
Slide 20: Requirements for Registration of Commercial Papers
6.Requirements for Registration of Commercial Papers (iii)Except for an issuance that amounts to not more than 25% of the Issuer’s net worth both on the basis of its stand-alone AFS and consolidated AFS, if applicable, or where there is an irrevocable committed credit line with a bank covering 100%
Slide 21: Term of Registration and Reissuance
6.Requirements for Registration of Commercial Papers E. Term of Registration and Reissuance [formerly SRC Rule 12.1(6)(F)] valid for 3 years or any longer period as may be prescribed by the Commission, provided, that the Issuer shall include in its quarterly report the amount of STCPs actually sol
Slide 22: SRC Rule 12.5(b) – Publication and Posting of Notice of Filing
SRC Rule 12.5(b) – Publication and Posting of Notice of Filing A. In the choice of the newspaper where the notice shall be published, the Issuer shall take into account the following considerations: (i) The notice shall likely be read by the persons who may be interested in or whose interests would
Slide 23: SRC Rule 12.5(b) – Publication and Posting of Notice of Filing
SRC Rule 12.5(b) – Publication and Posting of Notice of Filing B. Commission may order a re-publication and/or re- posting of the notice if, in its judgment, the objective of the notice requirement has not been met 3.The order of the Commission rendering effective the RS shall be published in a nati
Slide 24: SRC Rule 14 is amended
SRC Rule 14 is amended to read as follows: 3.If the Commission learns that the prospectus is on its face incomplete or inaccurate in any material respect, or there is a material omission in it, it may require its Issuer to comply with paragraph 2 above, or suspend or revoke its registration under Se
Slide 25: SRC Rule 17.1 is amended
SRC Rule 17.1 is amended to read as follows: 2. Issuers of Exempt Securities Underwriters or Issuers of commercial papers shall file an information statement (SEC Form CP-IS) within seven (7) days prior to issuance thereof. An annual CP report on outstanding issuance shall likewise be filed on or be
Slide 26: SRC Rule 18.1 – Reports by Beneficial Owners
SRC Rule 18.1 – Reports to be Filed by Certain Beneficial Owners 1.This Rule shall apply to any person who holds legal title (whether in fee simple or by way of lodgement or any related manner), or acquires in any manner the beneficial ownership of more than five percent (5%) or as the Commission ma
Slide 27: Tender Offer Rule – Definitions
SRC Rule 19 is amended as follows: 1.Definitions H. Tender offer means a publicly announced intention by a person acting alone or in concert with other persons (hereinafter referred to as “person”) to acquire equity securities of a public company as defined in Rule 3, or the equity securities of an
Slide 28: Mandatory Tender Offers
2.Mandatory Tender Offers A. Any person or group of persons acting in concert, who intends to acquire 35% or more of equity securities in a public company in one or more transactions within a period of 12 months shall disclose such intention and contemporaneously make a tender offer for the percenta
Slide 29: Mandatory Tender Offers and Fairness Opinion
2.Mandatory Tender Offers B. If any acquisition of less than 35% would result in ownership of over 50% of the total outstanding equity securities of a public company, the acquirer shall xxx. However, if the acquirer wants to buy 35% or more securities directly from one or more stockholders and which
Slide 30: SRC Rule 20 – Disclosures to Stockholders Prior to Meeting
SRC Rule 20 – Disclosures to Stockholders Prior to Meeting (iv)information statement, proxy form & management report shall be distributed to security holders at least 15 business days prior to the date of the stockholders’ meeting; provided, that in case any changes are made within the said 15 busin
Slide 31: SRC Rule 20 – Disclosures to Stockholders Prior to Meeting
SRC Rule 20 – Disclosures to Stockholders Prior to Meeting c. Distribute relevant portions of the Definitive IS, proxy form and Management Report which have been updated at least 5 business days before the date of the stockholders’ meeting. Current: 15 business days (v)Copies of the information stat
Slide 32: SRC Rule 23 – Reports by Directors, Officers and Principal Stockholders
SRC Rule 23 – Reports to be Filed by Directors, Officers and Principal Stockholders A new paragraph is added at the end of Part 1.C of SRC Rule 23 to read as follows: Provided, however, that a newly appointed officer, who has no beneficial ownership over the shares of the company, shall notify the C
Slide 33: SRC Rule 23 – Reports by Directors, Officers and Principal Stockholders
SRC Rule 23 – Reports to be Filed by Directors, Officers and Principal Stockholders Part 2 of SRC Rule 23 is amended to read as follows: 2. In determining whether a person is the beneficial owner, directly or indirectly, of more than 10% of any class of any registered security, such class shall be d
Slide 34: Thank You and Mabuhay
Thank You and Mabuhay SECURITIES & EXCHANGE COMMISSION 34
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