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3.The person intends to acquire equityshares of a public company that wouldresult in ownership of more than 50% ofthe said shares.However, the IRR of the SRC provides:1.The person intends to acquire 35% ormore of the equity share of a publiccompanypursuanttoanagreementmade between or among the personand one or more sellers.2.The person intends to acquire 35% ormore of the equity shares of a publiccompany within a period of 12 months.3.The person intends to acquire equityshares of a public company that wouldresult in ownership of more than 51% ofthe said shares.Note:Tenderofferappliestobothdirectandindirect acquisition.Q:Whatmaybeconsideredasapubliccompany?A:1.Those listed on an exchange; or2.Those with assets of at least 50M pesosand having 200 shareholders owning atleast 100 shares each.Q: What are the unlawful and prohibited actsrelating to tender offers?A:It shall be unlawful for any person to:1.Makeanyuntruestatementofamaterialfactoromittostateanymaterial fact necessary in order to makestatements made not misleading, and2.Engage in any fraudulent, deceptive, ormanipulativeactsorpracticesinconnection with any tender offer orrequest or invitation for tenders, or anysolicitationofsecurityholdersinopposition to or in favor of any suchoffer, request, or invitation.B. RULES ON PROXY SOLICITATIONQ:Whataretherequisiteforvalidproxysolicitation?A:1.It must be in writing2.It must be signed by the stockholder orhis duly authorized representative3.It must be filed before the scheduledmeeting with the corporate secretary(Sec. 20)Note:The proxy shall be valid only for the meetingfor which it is intended. No proxy shall be valid andeffective for a period longer than 5 years at onetime.Q: What are the rules on proxy solicitation withregard to broker or dealer?1.Nobrokerordealershallgiveanyproxy,consentorauthorization,inrespect of any security carried for theaccount of a customer, to a personother than the customer, without theexpress written authorization of suchcustomer.2.Abrokerordealerwhoholdsoracquires the proxy for at 10% or suchpercentageastheCommissionmayprescribe of the outstanding share oftheissuer,shallsubmitareportidentifying the beneficial owner within10 days after such acquisition, for itsown account or customer, to the issuerof the security, to the Exchange wherethesecurityistradedandtotheCommission.(Sec. 20)
SECURITIES REGULATION CODEUN I V E R S I T Y O FSA N T OTO M A SFacultaddeDerechoCivilACADEMICSCHAIR:LESTERJAYALANE. FLORESIIVICECHAIRSFORACADEMICS:KARENJOYG. SABUGO& JOHNHENRYC. MENDOZAVICECHAIR FORADMINISTRATION ANDFINANCE: JEANELLEC. LEEVICECHAIRS FORLAYOUTANDDESIGN:EARLLOUIEM. MASACAYAN& THEENAC. MARTINEZC. DISCLOSURE RULEQ: When does disclosure begin?