SRC Flashcards
Purpose of mandatory tender offer
- protect the minority shareholders
- provide them with a fair share price
Mandatory Tender Offer
(3)
- at least 35% over a period of 12 months of any class of equity OR
- acquisition will result to a total interest MORE THAN 50% of any Listed corporations / Public corporations
- only 15% of equity securities in public corporations (file a petition to the SEc to that effect)
Public Corporation
50 - 200 - 100
- assets at least 50M
AND - at least 200 shareholders owning at least 100 shares each
Exempted from Tender Offer
(7) PA FORUM
Privatization by government
Authorized capital stock - increase
Foreclosure proceedings
(acquirer is the debtor or creditor)
Open market
(through stock exchange) at prevailing price
Rehabilitation- corporate
Unissued capital stock provided it will not result to
ATLEAST 50% ownership
Merger or consolidation
Process for Mandatory Tender Offer
- Announcement; 2 business days before the commencement of offer
- SEC 19-1
- report to SEC, not later than 10 days from termination of tender offer.
T.O.
2 letters means 2 business days
looks like 10 - 10 days to report to SEC
SRC is also known as
RA 8799
Blue sky Law
Investment contract
- invests in a common enterprise
- and is led to expect profits
- PRIMARILY from the efforts of others.
Securities
(Read mo lang)
- stocks, bonds, debentures, notes, asset backed securities
- investment contract, certificate of interest or participation in a profit sharing agreement, CDs,
- fractional undivided interest in oil, gas, or other mineral
- derivatives like options and warrants
- certificate of assignments, certificate of participation, trust certificate, voting trust certs
- proprietary and nonproprietary membership certificates in corporations
Basic rule in sale of securities
SEC registered
- registration statement
- duly approved by SEC
Process in SEC registration for sale of securities
- file sworn registration
- filing fees max. 1/10 of 1% of the aggregate price of proposed offerings
- 2 consec weeks - publication notice once a week for the filing of registration
- 45 days after filing, SEC order
- prospectus - info related to issuer and sec
EXEMPT FROM SEC REGISTRATION
Securities (GRIB)
Gov securities (Philippines or foreign country with diplomatic relation)
certificates issued by Receiver or trustee under bankruptcy
under the supervision of Insurance commission, HLURB or BIR
Securities issued by Bank except its own shares.
EXEMPT FROM SEC REGISTRATION
Transactions
BISCEPS SMILE
Broker’s transaction on the SEC or trading market
Isolated transaction
Stock dividend
Conversion
Exclusively sale
Private placement - fewer than 20
Subscription
- prior to incorporation and increase in authorized
capital stock
- unissued capital stock, not exempted
Sophisticated buyer (qualified buyer) business na nila
- bank
- registered inv. house or inv. company
- insurance company
- pension fund or retirement plan
*maintained by gov or
*by bank or other persons under the BSP
Mortgaged backed securities
Insolvency or bankruptcy sale
Liquidate a bona fide debt (securities are pledged or mortgaged)
Exchange of securities
GIS deadline
clue: 3 letters ang GIS
30 days from
stock - ASM
non-stock - AMM
foreign - issuance of license
Filing of AFS with BIR stamp to SEC
- calendar year
- scheduled by SEC (last digit of SEC number)*
- may be filed before the first day stated in the coding schedule (on or before April 15)
*After April 15 as sched - fiscal year
GR: 120 calendar days from end of fiscal year
Except:- broker - 110 calendar days
- listed and public entities - 105 days
Elements of Insider Trading
IBM
Insider
Material non public info
Buy or sell of securities
