Rfbt-Securities Regulation Code

Front 1

Considered among the Blue Sky Law as it aims to protect the public against the imposition of unsubstantial schemes and the securities based thereon

Back 1

Securities Regulation Code

Front 2

The evil indicated under the Blue Sky Law

Back 2

Speculative schemes which have no more basis than a few feet of the blue sky

Front 3

It is filling with the Commission a declaration by any person or group of persons who intends to acquire at least 15% of any equity security of listed corporation or at least 30% (now 35%) of such equity over a period of 12 months

Back 3

Tender offer

Front 4

When shall securities deposited pursuant to a tender offer may be withdrawn?

Back 4

-anytime throughout the period that tender offer remains open; and

-if the securities deposited have not been previously accepted for payment; and

-within 60 days from the date of original tender offer

Front 5

I. When the securities offered exceed that which the person is bound to take up for, the securities that are subject of tender offers shall be taken up pro rata according to the number of securitied deposited to each depositor.

II. The provision above also apply to securities deposited within 10 days after notice of increase in consideration offered is first published or given to security holders

Back 5

Both statements are true

Front 6

When consideration offered is increased, such person shall pay the increased consideration to each security holder whether or not such securities are take up before the variation of the tender offer.

Back 6

True

Front 7

What is public company?

Back 7

Any corporation listed on exchange or with assets exceeding P50,000,000 and having 200 or more holders, at least of which are holding at least 100 shares of a class of its equity securities

Front 8

How to make tender offer to ALL stockholders?

Back 8

1. Filing with SEC a declaration to that effect

2. Furnishing the issuer of a statement, containing the required information

3. Publishing all requests or invitations for tender

Front 9

How to make tender offer to ALL stockholders?

Back 9

1. Filing with SEC a declaration to that effect

2. Furnishing the issuer of a statement, containing the required information

3. Publishing all requests or invitations for tender

Front 10

Indirect acquisitions are also covered by the mandatory tender offer rule

Back 10

True

Front 11

It shall be unlawful for an insider to sell or buy security while in possession of material nonpublic information, unless:

Back 11

1. The insider proves that the information was not gained from such relationship

2. The other party is identified and the insider proves that he disclosed the information to the other party or he had reason to believe that the other party is also in possession of the information

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When shall an insider or relatives within 2nd degree consaguinity, be presumed in possession of material nonpublic information?

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If transacted after such information came into existence but prior to dessimination of such information to public and thr lapse of a reasonable time for market to absorb such information

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Insider means what?

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1. The issuer

2. Director or officer controlling the issuer

3. Person whose relationship or former relationship gave him access to material nonpublic information

4. Govt employee, director, or officer of an exchange who has access to material nonpublic information

5. Person who learns such information by communication from any forgoing insiders

Front 14

Securities of the issuer sought by tender offer shall include any convertible securities

Back 14

True

Front 15

A prohibited conduct engaging in a series of transactions in securities that are reported publicly to give impression of activity or price movement in a security

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Painting the tape

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Buying and selling securities at the close of the market in an effort to alter the closing price of the security

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Marking the close

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Engaging in buying activity at increasingly higher prices and then selling securities in the market at the higher prices or vice versa

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Hype and dump

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Engaging in transactions in which there is no change in beneficial ownership of a security

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Wash sales

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Taking advantage of a shortage of securities in the market by controlling the demand side and exploiting market congestion in a way as to create artificial prices

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Squeezing the float

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Other prohibited conduct

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-Disseminating false or misleading market information

-creation of temporary funds for the purpose of engaging in other manipulative practices