Amended Rules and Policies on IPOs and Additional Listing Applications

November 27, 1995 PSE LISTING CIRCULAR NO. 562-95 SUBJECT : Amended Rules and Policies on IPOs and Additional Listing Applications EXECUTIVE SUMMARY Upon due consideration, and to further protect the investing public, the following are the new Exchange Rules and Policies relating to Initial Public Offering (IPO) and Additional Listing Applications as approved and adopted by the Board of Governors: APPLICATIONS FOR IPOs 1. Pricing in the Secondary Board The offer price of the shares applied for listing in the Secondary Board shall be equal to its par value at the time of listing. 2. Offer Price for IPOs vis-a-vis Private Placements or any Similar Transaction The Offer Price for IPOs shall be the prerogative of the issuer except when a private placement, asset for shares swap, share for share swap, or any similar transaction is made, in which case the offer price shall be the same as that of the price agreed upon in the private placement or similar transaction as the case may be. Provided that, if the private placement or a similar transaction was made more than one (1) year prior to the filing of the application, the offer price shall be the prerogative of the issuer. Provided finally, that if there exists an ESOP, and the price offered to the employees is lower than that of the offer price for IPOs, then the offer price shall still be the prerogative of the issuer. cd Companies planning to have an IPO shall inform the Exchange upon submission of their application as to the details of the private placements or any similar transactions, if there are any. Failure to include this in the application shall be a ground for the denial of the application. APPLICATIONS FOR ADDITIONAL LISTING 1. Pre-emptive/Stock Rights Offerings a. Before the filing of the application, the company shall cause all its previous subscriptions receivable relating to a pre-emptive and/or stock rights offering/s to be fully paid. b. The company shall cause the full payment of the shares covering the application for the listing of additional shares. 2. Private Placements Before the filing of the application, the company shall cause the full payment of the shares covering the Private Placement. The foregoing Rules and Policies shall be supplemental to the Manual of Rules and Governing the Listing of Securities (Listing Rules) approved by the Board of Governors on February 1995. Any rule or policy which is inconsistent herewith is hereby repealed or modified accordingly. The foregoing Rules and Policies shall take effect fifteen (15) days after its publication. (SGD.) EDUARDO D. DE LOS ANGELES President/Chief Executive Officer