j f

I. I.
Philippine Stock Exchange, Inc.
Revised Listing Rules 38 of 67
Initial Public Offering Shares through the Exchange of the Listing & Disclosure
Rules.
I.
SECTION 6. Consequences for Non-Compliance with th Post-Listing
Requirement -In the event the Issuer referred in Section 5 ereof, fails to
conduct a public offering within the one (1) year period, the Excha ge shall grant
the Issuer an additional thirty (30) days within which to submit a etailed plan to
offer its securities to the public including the timetable of activities. Upon approval
by the Board of Directors of the Exchange of the detailed plan, the Exchange
shall give the Issuer an additional sixty (60) days from the lapse of the
aforementioned 30-day period within which to implement its detail plan to offer.
If the Issuer fails to submit and implement the said detail d plan to offer
within the prescribed period stated above, the Issuer must submit n explanation
for its non-compliance with the post-listing requirements under S tion 5 hereof.
If the explanation is found to be unsatisfactory and unacceptable, e Exchange,
after informing the Commission, shall impose a suspension of trading of the
Issuer's securities. I
I j
SECTION 7. Applicable Fees- Applicant companies se king listing of
their securities by way of introduction shall pay the listing fee, rocessing fee, !
annual listing maintenance fee and other exchange fees in accor ance with the j
,
schedule of fees released by the Exchange and in effect upo filing of the f
applicatiqn. ~ i
V ~ . ,
-~; ]
.I'
.
\
!
Philippine Stock Exchange, Inc.
Revised Listing Rules 39 of 67
ARTICLE IV
DEBT SECURITIES
S CTION 1. Scope. These rules set out the requiremen for the listing
of debt securities on the Exchange.
SECTION 2. Requirement for a Rating. Except for natio al government
securities, every issue that will be listed on the Exchange hall be rated
periodic~lly as long as it remains outstanding, regardless of th fact that the
Issuer a~d guarantor, in the case of guaranteed issues, may hav already been
rated. I
I
The applicant Issuer shall engage the services of a reputa Ie credit rating
agency acceptable to the SEC to rate the issue. :1
SECTION 3. Requirements from Guarantor. In cases bf guaranteed
issues, a Guarantor will be required to comply with these Rule, to the same
extent as if such guarantor was the issuer of the relevant debt sec rities.
~
(a~ The Prospectus issued in relation to a guaranteed issu must contain -
the same information regarding the Guarantor as tha regarding the
applicant Issuer, so that, where appropriate, refe ences to the
"applicant Issuer" should be read as equally a plying to the
guarantor; and
I
(bj The Guarantor will be required to sign a Listing Agreem nt in the form
l prescribed and provided by the Exchange.
.I
Thle relevant guarantee must be issued in, conformity wit existing laws
and regulations and in conformity with the guarantor's articles of i corporation or
equivalent documents and all authorization needed for its issue
rder such law
must have been duly given. I
SECTION 4. Requirement for an Underwriter -The a plicant Issuer
shall engage the services of a duly licensed underwriter, who amo g others, may
act as the applicant Issuer's lead underwriter. [I
!
The lead underwriter and/or issue manager shall warr t that it has
exercised due diligence in ascertaining that all material presentations
contained in the applicant Issuer's prospectus or offering mem randum, their
amend~ents or s~pplements are true and correct, and th t no material"",
information was omitted. ! -~.
\), ~~
f'j
,
I
I
Philippine Stock Exchange, Inc. "'~,
Revised Listing Rules 46 of 67
a) Copies of all agreements duly executed that are r levant to the
transaction; I,
,
b) Description of the proposed transaction including th timetable for
implementation, and related regulatory requirements; I I
, 1
c) Rationale for the transaction including the benefits whic are expected :.
to be accrued to the listed issuer as a result of the trans ction;
d) The aggregate value of the consideration, explaining ho this is to be
satisfied, including the terms of any arrangements for! ayment on a
deferred basis; II
i
e) The basis upon which the consideration or the is e value was
determined;
f) Detailed work program of the application of roceeds, the
corresponding timetable of disbursements and status 0 each project
included in the work program. For debt retirement ap lication, state I
which projects were financed by debt being retired, th project cost, II
amount of project financed by debt and financing s urces for the i:
remaining cost of the project;
II
j
i
g) Identity of the beneficial owner(s) of the shares s I bscribed. (for
Corporations: date of incorporation and nature of b siness, major
projects and investments, capital structure, aud ted financial
statements for the last three (3) fiscal years, list of su sidiaries and
affiliates, board of directors and principal officers; for ind viduals: list of -
shareholdings in other companies with the issuer, list! of companies I
where the individual is an officer or a director, and rei tionships with i
the existing directors and stockholders of all parties to th transaction);
h) For Subscribers with no track record or with rio operat g history: the
Subscriber must present a statement of active busi.ne~ pursuits and !
objectives which details the steps undertaken and p posed to be
Lihdertaken by the Issuer in order to advance its busin! ss. Projected
financial statements shall only be required sh9uld there I e references
made in the Statement to forecasts or targets. I It I
i) Identities of controlling and substantial stockholders 0; he parties to
the transaction, accompanied by a structural chart depicting the
structure of the Subscriber and the Issuer and the int rests of such
stockholders, both before and after the implementation the p~sed
transaction; ti;;: .
.-r
, i
,
1
i