In reference with the press release of the Securities and Exchange Commission, announced the approval of the 2015 Implementing Rules and Regulations of the Securities Regulation Code or 2015 SRC Rules.
The 2015 SRC Rules enhances existing requirements including the ability of companies to raise funds in the domestic market, addresses regulatory gaps, strengthens market and regulatory structures, and adopts global best practices to ensure that the players are able to meet the challenges posed by increasing market sophistication and and regional integration.
Among the salient features of the rules are:
Shelf registration is expanded. Under a shelf registration program, securities to be issued in tranches may be registered for an offering to be made on a continuous or delayed basis for a period not exceeding three (3) years.
Commercial paper is now simply defined as evidence of indebtedness of any person with a maturity of three hundred and sixty-five (365) days or less. The new rules ceased using the terms of long term commercial paper and short term commercial paper. Selling commercial papers is also made easier with the requirement of an issuer rating instead of a separate rating for each issuance.
A new category of exempt security is introduced. This involves securities issued or guaranteed by multilateral financial entities (MFEs) established through a treaty or binding agreement to which the Philippines is a party.
Public offerings which have a limited character are also exempt from registration. Such offerings will be exempt as long as the covered securities are available only to the parties or persons named in the application for exemption for a specified period. An example of this are the employee stock option plans (ESOPs) issued by a corporation to its eligible employees.
Underwriters are no longer required to underwrite securities solely on a firm commitment basis. They can agree on a demand plan of distribution with the issuing company subject to the approval by the SEC. However, as a general rule, issuers of registered securities, except issuers of proprietary/non-proprietary membership certificates or shares, are still required to enter into an underwriting agreement with an investment bank or investment house.
Extension of the period to sell securities. The period to sell securities subject of registration statement is extended from two (2) days to ten (10) business days from the date of the effectivity of the registration statement.
Relaxed requirements for qualified buyers. The financial capacity of individuals to qualify as qualified buyer has been reduced from Php 25 million to Php 10 million annual gross income. Any verifiable document may now be submitted to prove financial capacity. Income tax return is optional.
Please refer http://www.sec.gov.ph/docs_home/SEC%20Statement%20-%20SEC%20Approves%202015%20SRC%20Rules%20August%2006%202015.pdf of the full text of the SEC Press Release.
Please refer http://www.sec.gov.ph/docs_home/2015IRR_SRC.pdf of the copy of the 2015 SRC Rules.
No comments:
Post a Comment