New Rules and Policies on IPOs and Listing Applications

October 19, 1995 PSE LISTING CIRCULAR NO. 495-95 SUBJECT : New Rules and Policies on IPOs and Listing Applications EXECUTIVE SUMMARY The following are the new Exchange Rules and Policies on Initial Public Offering and Listing Applications approved and adopted by the Board of Governors: 1. Listing Committee The Listing Committee shall now have the power to approve the listing applications for stock dividends. cdlex 2. Offering Period a. Offering periods can be indicated but cannot be reserved at the Listing Committee level. Only upon the Board of Governor's approval can the offering dates be considered reserved for the applicant. b. Gaps between Offering Dates: Combined IPO Size of 2 Consecutive Issues Gaps between Offer Dates Not Exceeding P1B 1 trading day Over P1B to P5B 3 trading days Over P5B to P10B 7 trading days Over P10B 10 trading days 3. Offering Price (Secondary Board Listing) The offer price of the shares applied for listing in the Secondary Board shall be the prerogative of the issuer but in no case shall it exceed the issuer's latest Net Asset Value (NAV) per share, which shall be determined immediately before the filing of the application. The basis of the NAV shall be the issuer's latest audited financial statements. 4. Listing Fee a. The Listing Fees for secondary shares applied for listing shall be based either on the price of the IPO or the price of the share of the Secondary Offering on the last offering date, whichever is higher. b. For companies approved with a range of offer price, the listing fees shall be based on the maximum offer price until the final price is determined. The difference between the collected listing fees and the actual listing fee shall be reimbursed to the issuer. c. In cases of applications for listing of unissued authorized but already listed shares, only the processing fee shall be collected. The payment of the listing fee will not be required since the company had already been paying the maintenance fees for these shares. d. Applicant shall pay the required listing fees within fifteen (15) days from receipt of the Notice of Approval and default in the payment within the said period shall be subject to a twenty-five percent (25%) surcharge plus a one percent (1%) interest on the listing fee billed for every day of delay. 5. Private Placement Companies planning to have an IPO should inform the PSE upon submission of their application as to the details of the private placements. Failure to include this in the application could be a ground for the denial of the application. 6. Company Performance Newly approve and listed companies shall submit an explanation if actual performance registers a negative ten percent (-10%) deviation from the financial projections as contained in their prospectus. If the explanation is found to be not satisfactory and unacceptable, the company as well as the underwriter shall be subject to a reprimand to be made public. 7. Property Appraiser a. Property appraisers to be used by companies applying for listing shall be limited to appraisers accredited by the Exchange. The Exchange shall be issuing a list of accredited appraisers on a regular basis. 8. Property Appraisal Reports a. For primary board listing, only one property appraisal report from a PSE accredited appraiser shall be required. b. For secondary board listing, the issuer shall engage the services of two (2) independent appraisers duly accredited by the Exchange in determining the value of its assets. The foregoing Rules and Policies shall be supplemental to the Listing Rules approved by the Board of Governors on February 1995 and any rule or policy which is inconsistent herewith is likewise repealed or modified accordingly. aisadc The foregoing Rules and Policies shall be effective immediately upon publication hereof. (SGD.) RAFAEL L. LLAVE Chief Operating Officer