Scope and Exclusions
- Initial exclusion of certain securities such as long-term and short-term commercial paper, warrants, and asset-backed securities pending review.
- Existing rules continue to apply for these excluded securities.
Simplification of Prospectus
- Prospectus first pages revised to be more readable and usable for investors.
- Simplified summary pages can be used by issuers and underwriters for publicizing offerings and circulating information.
Registration Process and Coordination with Philippine Stock Exchange (PSE)
- New process requires simultaneous filing of registration statements with SEC and corresponding application for listing with PSE.
- Concurrent review by SEC and PSE of registration materials.
- Final amendment to registration statement and prospectus filed upon completion of review, setting the public offering price.
- Registration declared effective by SEC to commence offering and PSE listing within two business days.
- Effective registration can be delayed if issuers or underwriters are not ready to commence offering; ongoing duty to keep registration statement current.
- Issuers and underwriters must carefully time registration filings to comply with these procedures.
Applicability to Public Companies
- Full disclosure rules apply exclusively to public companies.
- Public companies defined as those listed on stock exchange or having P50 million in assets and at least 200 shareholders each holding 100 shares.
Rescission of Previous Rules
- Adoption of full disclosure rules rescinds numerous prior rules and circulars governing registration and filing requirements.
- Rescinded materials include earlier circulars on permit to sell securities, bond registration guidelines, stock option rules, periodic reporting, disclosure of material facts, proxy rules, financial statement requirements, and penalty provisions.
List of New Rules Adopted
- RSA Rule 3-3: Filings pursuant to RSA and Corporation Code.
- RSA Rule 3-4: General filing regulations.
- RSA Rule 3-5: Incorporation by reference requirements.
- Rule 8 (a)-1: Requirement to file registration statements.
- Rule 11(a)-1 and 11(a)-2: Filing of periodic reports and notifications for late filings.
- Rule 34(a)-1 to 34(c)-1: Proxy and information statement rules.
- Rule 36(a)-1: Reports by directors, officers, and principal stockholders.
- Rule 48: Form and content of financial statements.
Effective Date
- New rules take effect fifteen (15) days after publication in two newspapers of general circulation in the Philippines.
Commission's Objectives and Vision
- Emphasis on ensuring full disclosure by public companies for informed investment decisions.
- Marks a modernization milestone for SEC and securities industry operations in the Philippines.
- Promotes transparency and accountability through comprehensive disclosure requirements.