Times Transportation Co., Inc.

June 3, 1987 Times Transportation Co., Inc. 1716 Laong- Laan cor. Vicente Cruz Sampaloc, Manila Attention : Jose Z . Galsim Gentlemen: With reference to your letter, dated April 4, 1987, requesting the opinion of this Commission as to whether there is a need for that corporation to secure authority from our office for the sale of your unsubscribed capital stock to your stockholders of record, quoted hereunder is the pertinent provision of the Revised Securities Act: prcd "SECTION 6. Exempt transactions . (a) The requirement of registration under subsection (a) of Section four of this Act shall not apply to the sale of any security in any of the following transactions xxx xxx xxx (11) Any issuance of any security by a public utility or service corporation which, in compliance with or pursuant to law, regulation or decree, is intended to broaden its equity base as well as to finance a part of the capital investment thereof through the issuance and sale of stocks" . (emphasis supplied) Should the corporation qualify under the above quoted provision of the law, the proposed sale of securities to your stockholders of record shall be deemed an exempt transaction, for which prior approval of the Commission need not be secured. However, please be informed that it has been a good corporate practice for corporation to inform this Commission of any exempt transaction involving the sale of its securities. On the other hand, any issuance of any security by a public utility or service corporation which is not made in compliance with or pursuant to law, regulation or decree as prescribed in paragraph (11) of Section 6 (a) of the Revised Securities Act would not constitute an exempt transaction within the context thereof. In such instance, prior exemption from the registration requirement of the Revised Securities Act must be secured from this Commission. A fee equivalent to one tenth of one per centum of the maximum aggregate price or issued value of the securities should be remitted to this Commission for such a general or particular exemption from the registration requirements of said Act. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner