SEC Tender Offer and Ownership Reporting Rules

Applies to tender offers for equity securities (excluding non-voting securities) of companies under reporting requirements.
Tender offers must be made to all shareholders when controlling interest is acquired through private purchases from majority shareholders.
Tender offer price and terms must match the privately negotiated purchase.
Tender offer must be made within 10 business days after signing agreement and all tendered shares must be purchased.

"Beneficial owner," "bidder," "commencement," "control," "security holders," "subject company," and "tender offer" are specifically defined.
A tender offer involves public solicitation, offering a premium price, fixed share purchase contingent upon tender, and limited duration.
"Tender offer material" includes formal offers, related letters, press releases, and documents soliciting tenders.

Mandatory filing of SEC Form 33-A with SEC, subject company, and securities exchanges at tender offer commencement.
Filing of amendments or additional materials required for material changes.
Final tender offer results must be reported within 10 days after termination.
Tender offer information to be published or sent to security holders with details including buyer identity, securities sought, offer price, expiration date, withdrawal rights, and handling of oversubscription.
Material changes must be promptly disclosed.

Offers may be disseminated via long-form publication (detailed in two newspapers for three days) or summary publication with instructions for obtaining full information.
Prompt disclosure of any material changes using reasonable means to inform shareholders.

Offers must remain open at least 20 business days from commencement and 10 business days from any change in offer terms.
Securities tendered may be withdrawn anytime before offer closes and after 60 business days if not accepted.
Oversubscription securities are accepted pro-rata unless the offer mandates full acceptance.
Price increases must be paid retroactively to all accepted shareholders.
Payment or return of securities must be completed within 10 business days after offer ends or withdrawal.
Tender offers must be open to all shareholders and pay highest consideration offered.
Extensions require public notice including current tender deposits.

Persons with non-public knowledge of potential tender offers are prohibited from buying or selling securities until public announcement.
Such acts constitute fraud or manipulation under the Revised Securities Act.

Filed by any person making a tender offer subject to filing requirements.
Report includes detailed information on subject company, classes of securities involved, bidder identity and background, purpose and plans, ownership interests, contracts related to securities, and detailed exhibits.
Requires manual signing and filing of five copies with SEC and one copy with stock exchange.
Final amendment to report must be filed within 10 days after termination of the offer.

Applies to beneficial owners holding more than 10% of equity securities in companies under reporting requirements.
Such persons must file sworn statements (SEC Form 32-A) within 10 calendar days after triggering event.
Annual short form report (SEC Form 32-AS) allowed under conditions for institutional investors acquiring 10% ownership in ordinary course without intent to influence control.
Amendments required within 10 days upon material changes, such as changes of 1% or more in ownership.
Definitions of beneficial ownership include voting and investment power, rights to acquire securities within 60 days, aggregation rules, and exclusions (e.g., underwriters, pledgees before default).
Group ownership treated as aggregate beneficial ownership.

SEC Form 32-A details ownership and backgrounds, purpose, interest, contracts, and transactions.
SEC Form 32-AS is a short form for qualified institutional investors with affirmative certifications.
Both forms require five copies filed with SEC and copies to stock exchanges.
Amendments must be filed for material changes.

Registrants planning to issue/sell securities abroad must file a request for exemption (SEC Form 6-EX) with SEC before offering securities.
Request includes number, price, type, terms, underwriters, sample instruments, and promotional materials.
Filing fee is 1/200 of 1% of issue value; non-compliance results in penalty of 1/100 of 1% or minimum P50,000.

Must include corporate identification, security description, disclosure of listing status in Philippine Stock Exchange, and supporting documents.
Five copies must be filed with SEC with manual signature.

Used by registrants no longer required to file reports under Section 11 of the Revised Securities Act.
Includes corporate and securities information, shareholder count, asset value, and reason for suspension.
Five copies filed with SEC with manual signature.

The rules impose strict compliance requirements, including timely filing and disclosure.
Penalties apply for late submissions or non-compliance, especially related to securities offered abroad.

Rules aim to promote transparency, protect minority shareholders, prevent insider trading, and ensure fair tender offer practices.
Emphasize equal treatment of shareholders, timely disclosure, and comprehensive reporting by beneficial owners.
Address issues of control acquisition, group ownership, and institutional investor reporting.
Streamline and clarify filing requirements for securities issuance abroad and suspensions.