In the Matter of Mr. Renato L. Reyes (ATN Holdings, Inc.)

November 23, 2009 ENFORCEMENT AND PROSECUTION DEPARTMENT * IN THE MATTER OF MR. RENATO L. REYES (ATN HOLDINGS, INC.) ORDER Before this Commission is a request for settlement on the total assessed penalty imposed by the Corporate Finance Department against Mr. Renato L. Reyes, director of ATN Holdings, Inc., for failure to timely file his Statement of Changes in Beneficial Ownership (SEC Form 23-B) in violation of Securities Regulation Code (SRC) particularly Rule 23 (1) (B) of the Implementing Rules and Regulations of the SRC. In a letter dated 18 September 2009, Mr. Reyes, through counsel, requested the Enforcement and Prosecution Department (EPD) to settle the assessment made by paying thirty percent (30%) or TWO MILLION FOUR HUNDRED SEVENTY TWO THOUSAND ONE HUNDRED SIXTY TWO PESOS & SIXTY EIGHT CENTAVOS (PHP2,472,162.68) of the total assessed penalty amounting to EIGHT MILLION TWO HUNDRED FORTY THOUSAND FIVE HUNDRED FORTY TWO PESOS & TWENTY FIVE CENTAVOS (PHP8,240,542.25) imposed by the Corporate Finance Department for violation of SRC Rule 23 (1) (B) for the period from January to June 2008. Attached to the said letter is a Special Power of Attorney signed and notarized on September 25, 2009 appointing, naming, and constituting Atty. Marciano S. Bacalla as Mr. Reyes' attorney-in-fact to perform any of the following acts: "1. To authorize my attorney-in-fact to represent me in a case before the Securities and Exchange Commission (SEC) in the matter of Violation of Securities Regulation Code and its Implementing Rules and Regulations; 2. To enter into amicable settlement if the situation so warrants; ACDTcE 3. . . ." Mr. Reyes' offer of settlement in the amount of TWO MILLION FOUR HUNDRED SEVENTY TWO THOUSAND ONE HUNDRED SIXTY TWO PESOS & SIXTY EIGHT CENTAVOS (PHP2,472,162.88) which was made before a proceeding was concluded, is being made pursuant to Section 55 of the SRC, to wit: Sec. 55. Settlement Offers. 55.1 At any time, during an investigation or proceeding under this Code, parties being investigated and/or charged may propose in writing an offer of settlement with the Commission. 55.2 Upon receipt of such offer of settlement, the Commission may consider the offer based on timing, the nature of the investigation or proceeding, and the public interest. 55.3 The Commission may only agree to a settlement offer based on its findings that such settlement is in the public interest. Any agreement to settle shall have no legal effect until publicly disclosed. Such decision may be made without the determination of guilt on the part of the person making the offer. 55.4 The Commission shall adopt rules and procedures governing the filing, review, withdrawal, form of rejection and acceptance of such offers. After a thorough and careful consideration of the facts and other circumstances attendant to this case, the EPD is of the view that the proposed offer of settlement is just, reasonable and sufficient penalty for the violation committed and it is therefore proper for the Commission to accept such offer. Such acceptance, however, is without prejudice to whatever action the Commission may take for Mr. Reyes' other violations committed, if any. The EPD, in accepting the offer for settlement, took into consideration the following factors, namely: 1. The proposed amount is thirty percent (30%) of the total assessed penalty, which is over and above the fifteen percent (15%) minimum acceptable offer under Section 10-10 of the 2006 Rules of Procedure; 2. The offer was timely and seasonably made; 3. The acceptance of the settlement offer would bring the case to a successful conclusion, without much toll on the Commission's time and resources; and HICEca 4. Overall, the settlement is in the public interest. Finding the recommendation of the EPD meritorious, and in view of the public interest being served, this Commission has accepted the settlement offer of Mr. Reyes in the amount of TWO MILLION FOUR HUNDRED SEVENTY TWO THOUSAND ONE HUNDRED SIXTY TWO PESOS & SIXTY EIGHT CENTAVOS (PHP2,472,162.68), in full settlement and compliance of the assessed penalty for its violation of SRC Rule 23 (1) (B) for the period from January to June 2008. Consequently, on 18 November 2009, Mr. Renato L. Reyes as director of ATN Holdings, Inc. paid the amount of (PHP2,472,162.68) as evidenced by Official Receipt No. 0358219. WHEREFORE, premises considered, the payment tendered by Mr. Reyes is hereby accepted, without prejudice to whatever action the Commission may take for other violations that may be identified in the future. SO ORDERED. Mandaluyong City, November 23, 2009. (SGD.) ATTY. HUBERT B. GUEVARA Director