Simplified RS Form for Comments

2017 SEC-MSRD SUBJECT : Simplified RS Form for Comments NOTICE The stakeholders, the general public and other concerned entities and are invited to provide their recommendations and/or comments to SEC Form 12-1 Simplified Registration Statements (SRS) for Hospitals, and its corresponding Memorandum Circular. EcTCAD Stakeholders, the general public and other concerned entities are given fifteen (15) days from initial posting to submit its recommendation and comments. Memorandum Circular: SEC Form 12-1 Simplified Registration Statement for Hospitals. SEC FORM 12-1: Simplified Registration Statement for Hospitals. ATTACHMENT MEMORANDUM CIRCULAR NO.________ Series of 2017 TO : ISSUER OF SECURITIES AND ITS AUTHORIZED REPRESENTATIVE SUBJECT : SEC FORM 12-1 SIMPLIFIED REGISTRATION STATEMENT FOR HOSPITALS WHEREAS , there is an acute shortage of hospitals nationwide which various groups are seeking to address through offering or selling securities to the investing public to raise funds to establish hospitals; WHEREAS , Subsection 8.1 of the Securities Regulation Code ("SRC") prohibits the selling or offering for sale or distribution of securities within the Philippines, without a registration statement duly filed with and approved by the Commission; WHEREAS , Subsection 12.1 of the SRC mandates that securities required to be registered under Subsection 8.1 shall be registered through the filing by the issuer in the main office of the Commission, of a sworn registration statement with respect to such securities, in such form and containing such information and documents as the Commission shall prescribe. WHEREAS , Subsection 12.6 of the SRC directs the Commission to declare the registration statement effective or rejected, unless the applicant is allowed to amend the registration statement, within forty-five (45) days after the date of filing of the registration statement, or such later date to which the issuer has consented; WHEREAS , Rule 68 I.3.b.ii of the Implementing Rules and Regulations of the SRC mandates that external auditors and auditing firms (if engaged) of Issuers of securities which have sold securities pursuant to a registration under Section 12 of the SRC should be Group A category and duly accredited by the Securities and Exchange Commission in accordance with its Guidelines on Accreditation under SEC Memorandum Circular No. 13, Series of 2003, and subsequent amendments thereon; HSAcaE WHEREAS , Sec. 72.1 of the SRC states that for purposes of its rules or regulations, the Commission may classify persons, securities, and other matter within its jurisdiction, prescribe different requirements for different classes of persons, securities, or matters . NOW , THEREFORE , pursuant to the foregoing and other pertinent provisions of the SRC and its Implementing Rules and Regulations, the Commission hereby adopts the following guidelines for registration of securities using SEC Form 12-1 Simplified Registration Statement for Hospitals ("SRS for Hospitals"): Hospitals seeking to register its securities may use SEC Form 12-1 SRS for Hospitals in lieu of the current SEC Form 12-1; The Commission undertakes to declare the registration statement effective or rejected within twenty-eight (28) days after the date of filing of SRS for Hospitals, unless the applicant consents to such later date and the applicant is allowed to amend the registration statement. Any amendment filed prior to the effective date of the SRS for Hospitals shall recommence the twenty-eight (28)-day period within which the Commission shall act on the SRS for Hospitals; Notwithstanding the requirements under Rule 68 I.3.b.ii of the Implementing Rules and Regulations of the SRC, a hospital that would register its securities through SEC Form 12-1 SRS for Hospitals may engage the services of Group B external auditors or auditing firms under the following conditions: i. the registration of securities shall not exceed the amount of One Billion Pesos (P1,000,000,000.00) in a single or series of registration of securities; provided that , in case of series of registration of securities, the registration of securities shall be made within three (3) fiscal years starting on the fiscal year during which the Commission's approves the issuer-hospital's initial SRS; ii. the engagement of a Group B external auditor or auditing firm shall be allowed for the aforementioned three (3) fiscal year period; iii. On the fourth year, issuer-hospital will be required to engage a Group A accredited external auditor or auditing firm. TAIaHE iv. Notwithstanding the foregoing conditions, the Commission may require anytime the engagement of a Group A accredited external auditor or auditing firm as it deems consistent with public interest and the protection of investors. All other existing requirements under the SRC and the 2015 SRC IRR shall be strictly complied with by hospitals with registered securities. Any violation of the requirements and conditions set herein, the SRS Form, and other pertinent provisions of the SRC and the 2015 SRC IRR and of other laws, rules and regulations, circulars and orders shall be penalized in accordance with their applicable penalty provisions. This Memorandum Circular shall take effect immediately after its publication in two (2) newspapers of general circulation. Pasay City, Philippines. ___ April 2017. TERESITA J. HERBOSA Chairperson SEC Form 12-1-SRS Simplified Registration Statement for Hospitals