Philippines – EXC Listing, Disclosure, Takeovers

Philippines – EXC Listing, Disclosure, Takeovers

On 16 November 2022, PHI EXC consulted on listing, disclosure, trading rules.

  • PHI EXC issued a consultation paper titled proposed amendments to the consolidated listing and disclosure rules and revised trading rules (2022 amendments - part II).
  • Consultation paper proposes numerous changes to consolidated listing and disclosure rules (consolidated rules); also proposes an amendment to the revised trading rules.
  • Follows PHI EXC May 2022 consult on trading, listing, disclosure rules.

Consolidated Rules

  • For example, amendment of lock-up period for shares issued and fully paid for within 6 months before the start of the offer at a transaction price lower than the offer price.
  • Alignment of the applicable lock-up period s 8 of guidance note 25 and s 2(a), article III, part D of the consolidated rules for shareholders who own at least 10% of the issued and outstanding shares of a firm that does not meet track record requirement.
  • Amendment of the PHI EXC rules on dollar denominated securities in order to allow initial public offering of dollar denominated securities as well as align the listing fee structure with the listing fee framework that is set out under the consolidated rules.
  • Amendment of the fees for the transfer from Small, Medium and Emerging (SME) Board to Main Board; imposition of filing fees for public offerings of listed secondary or treasury common shares; revision of the filing fees for listing by way of introduction.
  • Further, a proposed amendment to insert a new provision in the rules on delisting; this amendment provides for the automatic delisting of redeemed preferred shares.
  • Amendment of s 4(d), article III, part D of the consolidated rules to limit the business plan requirement to companies that do not meet the track record requirement.
  • Also amendment of s 10, article III, part A of consolidated rules in order to allow for the filing of listing applications covering underlying shares that are yet to be issued.
  • Amendment of s 11, article III, part A of the consolidated rules in order to incorporate the requirement under the revised corporation code on independent directors.
  • Codification of the chainlisting rule; also codification of the sequential listing policy.

Other Proposed Changes

  • Also proposes other changes to consolidated rules: amendment of s 4.4.jj, article VII to require the disclosure of the term sheet for any public or private sale of securities.
  • Amendment of the rule on the disclosure of substantial acquisitions and reverse takeovers under s 5, article VII; also an amendment on the required format for filing a request for extension to submit the annual report as well as the quarterly report.
  • Clarification of the requirement to disclose the election or appointment of new and replacement directors, officers or senior management under s 4.4.d, article VII.
  • Also clarification of requirement to disclose substantial purchase/sale of assets under s 4.4.hh, article VII; codification of requirement to submit sworn secretary’s certificate; as well as the codification of revised deadline for monthly foreign ownership report.
  • Amendment of s 4.1, article VII to remove requirement to submit hard copy of a disclosure of material information; clarification regarding filing request for trading halt.
  • Also amendment of s 4.5, article VII to remove the imposition of trading halt and apply the penalty provisions under s 2, article VIII of the consolidated rules in case of failure to confirm or otherwise deny the veracity of a material nonpublic information.

Revised Trading Rules

  • Proposes insertion of a new provision in s 15, article IV of the revised trading rules.
  • Said that this amendment would expressly require the substantiation of a claim of an erroneous trade using order tickets and/or client confirmation or any other evidence.


  • The comment period for this consultation closes on 1 December 2022.