THIRTEENTH CONGRESS OF THE REFUBLIC ) 
OF THE PHILPPINES 
1 
First Regular Session 
) 
Introduced byl Senator Magsaysay, Jr. 
EXPLANATORY NOTE 
This bill seeks to amend some pertinent provisions of Republic Act No. 8791, 
otherwise known as the Securities Regulation Code, by updating them and allow these 
statutory policies to adopt with competitive market structure. 
Among the salient provisions of this legislation are as follows: 
1. The increasing of the threshold level to trigger a mandatory tender: 
0 
35% - if acquired through a privately negotiated transaction, a mandatory 
tender offer to all stockholder shall be required and when the acquisition is 
not through private negotiation, a pro-rata tender is required instead; 
0 
50% - mandatory tender to all stockholders; and 
67% - for those who already own 50% or more, a mandatory tender offer 
to all stockholders. 
2. The amendment of the provision on the broker-director prohibition. This 
prohibition was included to address the widespread filiations and 
interlocking directors and officers between brokerage firms and listed 
companies which resulted to opportunities for insider trading. 
As it is 
recognized that while the prohibition may be labelled as unduly restrictive, it 
is proposed that a disclosure approach to regulation by the Securities and 
Exchange Commission be ordained instead. 
3. The provision on listing in different exchanges. 
Under the bill, it is 
specifically mentioned that as a policy, any securities registered with the 
Commission and approved for listing in an Exchange shall not be deemed 
automatically listed in any other exchange. 
The other amendatory provisions are all geared towards protection the interests of 
people involved in risks business and securities as a whole and at the same time, making 
it administratively feasible to effectively implement. 
Early approval of this bill is earnestly sought. 


THIRTEENTH CONGRESS OF THE REPUBLIC ) 
OF THE PHILIPPINES 
1 
"&I 
,JL\I$ 30 iTil 133 
First Regular Session 
1 
Introduced by Senator Magsaysay, Jr. 
AN ACT 
AMENDING REPUBLIC ACT NUMBERED EIGHT THOUSAND SEVEN 
HUNDRED NINETY ONE (RA 8791), OTaERWISE KNOWN AS THE 
SECURITIES REGULATION CODE 
Be it enacted by the Senate and House of Representatives of the Philippines in 
Congress assembled: 
SECTION 1. Subsections 19.l(a) and 19(d) of Republic Act 8791, otherwise 
known as the Securities Regulation Code is hereby amended to read as follows: 
"19.1.(a) - Any person or group of persons acting in concert who intends 
to acquire, AT ANY ONE TIME OR WITHIN A CONSECUTIVE 
PERIOD OF TWELVE MONTHS OR LESS, at least [fifteen percent 
RIGHTS of any class of any equity security of a listed corporation or of 
any class of any equity security of a corporation with assets of at least 
Fifty million pesos (P50,000,000.00) and having two hundred (200) or 
more stockholders with at least one hundred (100) shares each [or intends 
to acquire at least thirty percent (30%) of such equity over a load a period 
of twelve (12) months] shall make A PRO RATA tender offer to ALL 
stockholders by filing with the Commission a declaration to that effect. 
HOWEVER, 
IF THE 
ACQUISITION 
IS 
THROUGH 
A 
PRIVATELY 
NEGOTIATED 
TRANSACTION 
OR 
TRANSACTIONS, SUCH PERSON OR GROUP OF PERSONS 
SHALL 
EXECUTE 
A 
TENDER 
OFFER 
TO 
ALL 
STOCKEIOLDERS FOR THE REMAINER OF THE VOTING 
RIGHTS OF THE SUBJECT CORPORATION IN ACCORDANCE 
WITH THE RULES THAT THE COMMISSION SHALL 
PRESCRIBE. 
(15%)] 
THIRTY-FIVE PERCENT (35%) OF THE VOTING 
ANY ACQUISJTION THAT RESULT ANY ACQUISITION THAT 
RESULTS I N  THE: BENEFICIAL OWNERSHIP BY ANY PERSON 
OR GROUP OF PERSONS OF FIFTY PERCENT (50%) OR MORE 
OF THE VOTING RIGHTS OF A SUBJECT CORPORATION OR 
IF THEY ALREADY OWN 50% OR MORE, ANY ACQUISITION 
THAT RESULTS I N  TEE BENEFICIAL OWNERS" 
OF SMTY- 
SEVEN PERCENT (67%) OR MORE OF THE VOTING RIGHTS 
THERJCOF SHALL BE EXECUTED PURSUANT TO A TENDER 
OFFER TO ALL STOCKHOLDERS FOR THE REMAINER OF 
THE 
VOTING 
RIGHTS OF SUCH CORPORATION IN 
ACCORDANCE WITEE RULES THAT THE COMMISSION 
SHALL PRESCRIBE. Such person or group of persons making a tender 
offer shall file with the Commission a declaration to that effect; and 
fbrnish the issuer, a statement containing such [of the] information 
required in [Section 171 SECTIONS 18 AND 23 of this Code as the 


Commission may prescribe. Such person or group of persons shall publish 
all requests or invitations for tender, or materials making a tender offer or 
requesting or inviting letters of such a security. Copies of any additional 
material soliciting or requesting such tender offers subsequent to the initial 
solicitation or request shall contain such information as the Commission 
may prescribe, and shall be filed with the Commission and sent to the 
issuer no later than the time copies of such materials are first published or 
sent or given to security holders. 
SEC. 2. - Section 21 and subsections 2 1.1 and 21.2 of the same Code are hereby 
amended to read as follows: 
21 - Fees for Tender Oflers, Repurchases and Certain Proxy 
Solicitation - At the time of filing with the Commission of any statement 
required under Section 19 for any tender offer or Section 72.2 for issuer 
repurchases, [or Section 20 for proxy or consent solicitation,] the 
Commission may require that the person making such filing pay a fee of 
not more than one-tenth (1/10) of one percenturn (1%) of THE 
PROPOSED AGGREGATE PURCHASE PRICE IN THE CASE OF 
A TRANSACTION UNDER SECTIONS 19 OR 72.2. 
THE 
COMMISSION SHALL PRESCRIBE BY RULE DIMINISHING 
FEES IN INVERSE PROPORTION TO THE VALUE OF THE 
I 
AGGREGATE PRICE OF THE OFFERING. 
T€lX COMMISSION SHALL SET THE FEES FOR 
SOLICITATION OF PROXIES. 
21.1 - [The proposed aggregate purchase price in the case of a transaction 
under Sections 20 or 72.2; Or] 
21.2 -[The proposed payment in cash, and the value of any securities or 
property to be transferred in the acquisition, merger or consolidation, 
or the cash and value of any securities proposed to be received upon 
the sale or disposition of such assets in the case of a solicitation under 
' Section 20. The Commission shall prescribe by rule diminishing fees 
in inverse proportion to the value of aggregate price of the offering.] 
SEC. 3. - Section 24 of the same Code is hereby amended to read as 
follows: 
24.1 - It shall be unlawful for any person acting for himself or through a 
dealer or broker, directly or indirectly: 
SEC. 4. Section 30.1. of the same Code is hereby amended to read as 
follows: 
30.1. - EXCEPT IN ACCORDANCE WITH RULES PRESCRIBED 
BY THE COMMISSION REQUIRING STOCKEIOLDERS, 
DIRIECTORS, ASSOCIATED PERSONS, SALESMEN AND 
CLERKS OR A BROKER OR DEALER TO DISCLOSE ANY 
AFFILIATION WITH LISTED ISSUERS PRIOR TO 
ENGAGING 
IN ANY SECURITIES TRANSACTIONS 
TBEREEV AND TO DISCLOSE ANY SUCE TRANSACTION 
TEEREIN NO LATER THAN FnTE DAYS AFTER THE 
EXECUTION THEREOF, no broker or dealer shall deal in or 
otherwise buy or sell, DIRECTLY OR INDIRECTLY, for its own 
account or for the account of customers, securities listed on an 


Exchange issued by any corporation where any stockholder, 
director, associated person of said broker or dealer [ and tall the 
relatives of the foregoing within the fourth civil degree of 
consanguinity or af)tinity,] is at the time holding office in said issuer 
corporation as a director, president, vice-president, manager, 
treasurer, comptroller, secretary or any office of trust and 
responsibility, or is a controlling person of the issuer. 
SEC. 5. - Subsection 34.1 of the same Code is hereby repealed and Subsection 
34.2 and 34.3 are hereby renumbered as Subsection 34.1 and Subsection 34.2, 
respectively. 
SEC. 6. - Section 36.3 of the same Code is hereby amended to read as follows: 
36.3 
In addition to the existing Philippine Stock Exchange, the 
Commission shall have the authority to determine the number, size and 
location of stock Exchange, other trading markets and commodity, 
Exchanges and other similar organizations in the light of national or 
regional requirements for such activities with the view to promote, 
enhance, protect, conserve or rationalize investment; 
PROVIDED, 
THAT 
ANY 
SECURITJES 
REGISTERED 
WFTa 
THE 
COMMISSION AND APPROVED FOR LISTING IN AN 
EXCHANGE SHGLL NOT BE DEEMED AUTOMATICALLY 
LISTED IN ANY OTHER EXCHANGE. 
- 
SEC. 7. - Section 42.1 of the same Code is hereby amended to read as follows: 
42.1 - 
Any clearing agency may be registered as such with the 
Commission under the terms and conditions hereinafter provided in 
this Section, by filing an application for registration in such form 
and containing such information and supporting documents as the 
Commission by rule shall prescribe, including the following: 
x x x  
b. 
The organizational charts of the [Exchange] CLEARING 
AGENCY, its rules of procedure, and a list of its officers and 
participants; 
x x x  
42.2 
- 
clearing agency. 
Section [32] 40 of this Code shall apply to every registered 
SEC. 8. - Section 54 of the same Code are hereby amended to read as follows: 
54. Administrative Sanction - 54.1. If, after due notice and hearing, the 
Commission finds that : xxx it shall, in its discretion, and subject only 
to the limitations hereider prescribed, impose any or all of the 
following sanctions as may be appropriate in light of the facts and 
circumstances: 
x x x  


(iv) 
In the case of a violation of Section [34] 17, a fine of no more than 
three (3) times the profit gained or loss avoided as a result of the 
purchase, sale or communication prescribed by such Section; and 
SEC. 9. - Subsection 72.3 of the same Code is hereby amended to read as 
follows: 
72.3 For the purpose of Subsection 72.2, a purchase by or for the issuer or 
any person controlling, controlled by, or under common control with 
the issuer, or a purchase subject to the control of the issuer or any 
such person, shall be deemed to be a [purchased] PURCHASE by 
the issuer. The Commission shall have the power to make rules and 
regulations implementing this subsection, including exemptive rules 
and regulations covering situations in which the Commission deems 
it unnecessary or inappropriate that a purchase of the type described 
in this subsection shall be deemed to be a purchase by the issuer for 
the purpose of some or all of the provisions of Subsection 72.2 
SEC. 10. - Any provisions of existing law, decree, order, rules and 
regulations inconsistent with this Decree, are hereby repealed, amended or 
modified accordingly. 
PD 167 (April 2, 1973) PROVIDING FOR THE 
AUTOMATIC LISTING OF SECURITIES ON ALL EXCHANGES IS 
HEREBY EXPRESSLY REPEALED. 
SEC. 11. - Effectively. This Act shall take effect fifteen (15) days after 
its complete publication in at least two (2) national newspapers of general 
circulation. 
Approved,