AMENDMENTS TO THE IMPLEMENTING RULES

AND REGULATIONS OF THE SECURITIES

REGULATION CODE

2015 SRC RULES

October 15, 2015

Vicente Graciano P. Felizmenio, Jr.

Director, Markets and Securities Regulation Department
SEC

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 Disclaimer

Any views or opinions are solely those of the

speaker and do not necessarily represent those
of the SEC. The SEC will not accept any liability
arising from the consequences of, and any
actions or decisions made in respect to any
statements expressed henceforth.

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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 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.
Amended IRR:

Rule 3 Definition of Terms

3.1.6. Commercial paper means an evidence of indebtedness of any
person with a maturity of three hundred and sixty-five (365) days or
less.

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Shelf registration is more market-centric. Under a shelf
A
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.

No need to file a full RS in the subsequent tranches.

Fees are to be paid proportionately on a per tranche
basis.

Amended IRR:
Rule 8.1. Filing of Registration Statement (RS)
8.1.2.Delayed and Continuous Offering and Sale of Securities
(Shelf Registration)
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Extension of the period to sell securities

The period to sell securities which are 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.

Amended IRR:
8.1.1. Filing of Registration Statement (RS) and
Effectivity of Offering

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Introduction of new category of exempt security

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.

Amended IRR:

9.1.2.3. Any security issued or guaranteed by multilateral financial

entities established through a treaty or any other binding agreement to
which the Philippines is a party or subsequently becomes a member
(hereinafter referred as Multilateral Financial Entities or MFE), e.g.,
international financial institutions, multilateral development banks,
development finance institutions or any other similar entities; or by
facilities or funds established, administered, and supported by MFEs

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Increase in the threshold amount for Exempt Securities
(evidence of indebtedness)

From P50 million to P150 million

Amended IRR:

Rule 9.1 Exempt Securities

9.1.2.4. The registration requirements shall not likewise apply to
evidence of indebtedness, e.g., commercial papers, that meet the
following conditions:
xxx
9.1.2.4.4. In an amount not exceeding One Hundred Fifty Million
Pesos (PhP 150,000,000.00) or such higher amount as the
Commission may prescribe

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Relaxation of requirements for qualified buyers

Amended IRR:
10.1.10. Qualified Buyers
10.1.10.1
x x x
A natural person must possess the following qualifications:
10.1.10.1.1. Has an annual gross income of at least Ten Million Pesos
(Php10,000,000.00) at least two (2) years prior to registration, or a total
portfolio investment in securities registered with the Commission of at
least Ten Million Pesos (Php10,000,000.00), or a personal net worth of not
less than Thirty Million Pesos (Php30,000,000.00);

10.1.10.2. If the buyer is a juridical person, it shall, at the time of registration

with an authorized registrar, (i) have gross assets of at least One Hundred
Million Pesos (Php100,000,000.00) or (ii) a total portfolio investment in
securities registered with the Commission or financial instruments
issued by the government of at least Sixty Million Pesos (Php
60,000,000.00).
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Exemption from registration for public offerings that have limited
character

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 these are employee stock
option plans (ESOPs) issued by a corporation to its eligible employees.

Amended IRR:
10.2.1. The Commission may exempt other transactions, if it finds that the
requirements of registration under the Code is not necessary in the public
interest or for the protection of the investors such as by reason of the small
amount involved or the limited character of the public offering.

10.2.2. For a public offering to be considered of limited character, the covered

securities should be available only to the parties or persons named in the
application for exemption for a specified period.

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 Underwriters are no longer required to underwrite securities
solely on a firm commitment basis. They can agree on a
different 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 IH

Amended IRR:
12.1.1.Underwriting Requirement for Registered Securities

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Order of Revocation shall exempt the Issuer from its
reporting obligations

Amended IRR:
Rule 13 Suspension or Revocation of Registration of
Securities
13.3. The Order of Revocation shall exempt the Issuer from
its reporting obligations under Section 17.2 of the Code unless
it still qualifies as a public company.

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The mandatory tender offer rules have also been given a
facelift. The new rules now provide for two levels of action a
disclosure action and mandatory tender offer action depending
on the threshold triggered. The rules also provide for a set of
guidelines in the conduct of valuation and issuance of fairness
opinion.

Amended IRR:
19.2. Mandatory tender offers

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Clarification on the period of making an announcement of
the intention to make a tender offer

Amended IRR:
Rule 19 Tender Offers
19.5. Any person making a tender offer shall make an
announcement of its intention in a newspaper of general
circulation within five (5) business days from either the
companys board approval authorizing negotiations relative to
the purchase of shares that may result to a mandatory tender
offer or thirty (30) business days prior to the commencement
of the offer;

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Requirements for Broker Dealer in securities

Amended IRR:

28.1.2. Requirements for Registration

Additional registration requirements:

28.1.2.3. An applicant for registration as a Broker Dealer shall solely
engage in the business of a Broker Dealer, unless otherwise
authorized by the Commission to engage in another business.
The Broker Dealer shall segregate the operational and financial
books and records of the other businesses, if any.
28.1.2.4.19. Copies of proposed contract of any activities or
services that are being outsourced

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Additional registration requirements for Broker Dealer in securities

Amended IRR:

28.1.2. Requirements for Registration

28.1.2.4.18. Comprehensive Information Technology Plan

28.1.2.5.2(n). A Broker Dealer must have a website; must be
complied with by the firm within six (6) months from effectivity of
these rules
28.1.2.5.2(o). A Broker Dealer shall submit to the Commission and
the SRO which has authority to supervise its trading participants a
list of its directors, officers, salesmen and employees together with
their respective photos taken within six (6) months; shall be updated
every three (3) years thereafter

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 Issuance of Perpetual license of Broker Dealer,
Salesman and Associated Person

Amended IRR:
28.1.2.6. Perpetual License of Broker Dealer

28.1.5.10. Perpetual License of salesman or Associated

Person

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Broker Dealer Information

Indication of former corporate names of Broker Dealers

in all communications, letter heads and corporate
documents for 2 years;

Publication in newspaper and posting in website any

change in address

Amended IRR:

30.2.1.2.5. Information for clients

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Payment of Sales Proceeds

Payments to customers of broker dealers must be through

electronic fund transfer or checks issued in the name of the payee
customer and/or the beneficial owner. Not payable to cash.

Amended IRR:

30.2.2. Confirmation of Customer Orders

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Explanation of Unbundled Fees

Disclosure and explanation of various fees to

customers of broker dealer and assent by clients

Amended IRR:

30.2.5. Commissions and Charges for Services

Performed by a Broker Dealer

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Segregation and Limitation of Functions of Members,
Brokers and Dealers

Submission of an annual report on measures

undertaken to enforce Chinese Walls rules

Amended IRR:

34.11. Segregation of Functions (Chinese Walls)

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 The SEC also adopted a new policy to extend the
effectivity of financial statements from 135 days to 180
days to align with the ASEAN (Association of Southeast
Asian Nation) standard as part of ASEAN market
integration. This policy will be formalized as part of the
amended SRC Rule 68 (Special Accounting Rules) which
the SEC will release separately at a later date. In the
meantime, issuers can avail of this extension by filing a
request for exemptive relief with the SEC.

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