j

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

Requirement -In the event the Issuer referred in Section 5
conduct a public offering within the one (1) year period, the Excha
the Issuer an additional thirty (30) days within which to submit a
offer its securities to the public including the timetable of activities.
by the Board of Directors of the Exchange of the detailed plan,
shall give the Issuer an additional sixty (60) days from the
aforementioned 30-day period within which to implement its detail

Post-Listing
ereof, fails to
ge shall grant
etailed plan to
Upon approval
the Exchange
lapse of the
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
jI

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
schedule of fees released by the Exchange and in effect upo filing of the

~
V ~

applicatiqn.

-~;

.I'
\

!
j

f,

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
of debt securities on the Exchange.
SECTION 2. Requirement for a Rating.
securities, every issue that will be listed on
periodic~lly as long as it remains outstanding,
Issuer a~d guarantor, in the case of guaranteed
rated.

for the listing

Except for natio al government

the Exchange
hall be rated
regardless of th fact that the
issues, may hav already been

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

l prescribed and provided by the Exchange.

nt in the form
.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
der 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
exercised due diligence in ascertaining that all material
contained in the applicant Issuer's prospectus or offering mem
amend~ents
or s~pplements are true and correct, and th
information was omitted.

t that it has
presentations
randum, their
t no material"",
!
-~.

\),
f',j

~~

Philippine Stock Exchange, Inc.

Revised Listing Rules

a) Copies of all agreements

transaction;

"'~,
46 of 67

duly executed

that are r levant to the

I,
,

b) Description of the proposed transaction including th timetable

implementation, and related regulatory requirements;
I

for
I

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

determined;
f)

or the is

e value

was

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
which projects were financed by debt being retired, th project cost,
amount of project financed by debt and financing s urces for the
remaining cost of the project;
II

I
II
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
where the individual is an officer or a director, and rei tionships with
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;

the transaction, accompanied by a structural chart
structure of the Subscriber and the Issuer and the int
stockholders, both before and after the implementation
transaction;

I
i

he parties to
depicting the
rests of such
the p~sed
ti;;: .

.-r
,,

i
1
i