Question & AnswerQ&A (EXECUTIVE ORDER NO. 273)
RSA Rule 33(a)-1 applies to any tender offer for a class of equity securities (other than non-voting securities) of a company subject to the reporting requirements of RSA Rule 11(a)-1, and mandates tender offers when acquiring controlling interests through privately negotiated purchases from majority shareholders.
A beneficial owner is defined as any person who, directly or indirectly, has or shares voting power or investment power over a security, including rights through contracts, arrangements or otherwise, consistent with RSA Rule 36(a)-1.
A tender offer is a publicly announced intention to acquire a substantial block of equity securities followed by rapid acquisition, involving active solicitation, an offer at a premium, fixed tender conditions, and a limited offer period.
A tender offer must be made not later than ten (10) business days following the signing of an agreement between the bidder and the majority shareholder(s) when acquiring controlling interest through private purchases.
The bidder must file five (5) copies of SEC Form 33-A with the SEC on the commencement date, hand deliver copies to the subject company and to each securities exchange where the securities are listed.
The identity of bidder and subject company, securities sought and consideration offered, expiration date, withdrawal rights, acceptance and pro-rata procedures, and the present intention in case of oversubscription must be disclosed.
If a tender offer is for less than all outstanding securities and more shares are tendered than the bidder will purchase, shares accepted must be taken up and paid for as nearly as possible on a pro-rata basis to tendering security holders.
Failure to comply will result in a penalty of 1/100 of 1% of the issue value of the securities offered or sold, but not less than Php 50,000.
Any person other than an officer or director who directly or indirectly beneficially owns more than ten (10) percent of any equity security class subject to RSA Rule 11(a)-1 must file within ten calendar days of the acquisition.
Institutional owners acquiring securities in the ordinary course without intent to influence control, belonging to specified regulated entities like banks, insurance companies, investment houses, and pension plans, may file short form yearly reports.
Security holders may withdraw securities at any time during the tender offer period and, if not accepted for payment, also after 60 business days from commencement.
Any change to previously disclosed information that could affect decision-making by security holders, such as new terms, changed consideration, or extended offer periods, must be promptly disclosed.
At least twenty (20) business days from commencement and at least ten (10) business days after any material change in the percentage of securities sought or consideration offered.
A material change in facts, such as acquisition or disposition of 1% or more of the class, requiring filing within ten (10) days to reflect changes in beneficial ownership percentage or other relevant details.
The bidder must file a final amendment to SEC Form 33-A within ten (10) business days after termination, disclosing all material changes, the termination date, and results of the tender offer.