My bookmarksSign up free

BP 178 Section 32

Reports.

Section 32

SEC. 32. Reports. — (a) (1) Any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a class which is registered pursuant to this Act, is directly or indirectly the beneficial owner of more than ten (10%) per centum of such class shall, within ten days after such acquisition or such reasonable time as fixed by the Commission, submit to the issuer of the security, to the stock exchanges the security is traded, and to the Commission a sworn statement containing the following information and such other information, as the Commission may require in the public interest or for the protection of investors: (i) The background, identity, residence, and citizenship of and the nature of such beneficial ownership by such person and all other persons by whom or on whose behalf the purchases are effected; in the event the beneficial owner is a juridical person, the lines of business of the beneficial owner shall also be reported. (ii) If the purpose of the purchases or prospective purchases is to acquire control of the business of the issuer of the securities, any plans or proposals which such persons may have that will effect a major change in its business or corporate structure; (iii) The number of shares of such security which are beneficially owned, and the number of shares concerning which there is a right to acquire, directly or indirectly, by (i) such person, and (ii) by each associate of such person, giving the background, identity, residence, and citizenship of each such associate; and (iv) Information as to any contracts, arrangements, or understanding with any person with respect to any securities of the issuer, including but not limited to transfers, joint ventures, loan or option arrangements, puts or calls, guarantees or division of losses or proms,: or proxies naming the persons with whom such contracts, arrangements, or understanding have been entered into, and giving the details thereof. (2) If any material change occurs in the facts; set forth in the statements, an amendment shall be transmitted to the issuer, the exchange and the Commission in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors. (3) The Commission, by rule or regulation or by order, may permit any person to file in lieu of the statement required by paragraph (1) of this subsection, a notice stating the name of such person, the shares of any equity securities subject to paragraph (1) which are owned by him, the date of their acquisition and such other information as the Commission may specify, if it appears to the Commission that such securities were acquired by such person in the ordinary course of his business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer nor in connection with any transaction having such purpose or effect. (b) (1) It shall be unlawful for an issuer which has a class of equity securities registered pursuant to this Act, to purchase any equity security issued by it if such purchase is in contravention of such rules and regulations as the Commission, in the public interest or for the protection of investors, may adopt (a) to define acts and practices which are fraudulent, deceptive, or manipulative, and (b) to prescribe means reasonably designed to prevent such acts and practices. Such rules and regulations may require such issuer to provide holders of equity securities of such class with such information relating to the reasons for such purchase, the source of funds, the numbers of shares to be purchased, the price to be paid for such securities, the method of purchase, and such additional information as the Commission deems necessary or appropriate in the public interest or for the protection of investors, or which the Commission deems to be material to a determination whether such security should be purchased. (2) For the purpose of this subsection, 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 purchase by the issuer. The Commission shall have the power to make rules and regulations implementing this paragraph in the public interest and for the protection of investors, 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 paragraph shall be deemed to be a purchase by the issuer for the purpose of some or all of the provisions of paragraph (1) of this subsection. (n)

Read the full instrument → · Open the chapter this section belongs to: Chapter IV.—Trading in Securities →

Compiled from an official source version. Later amendments or repeals may not be reflected; the official text prevails. · Read the official text ↗

Source: Supreme Court E-Library, Republic of the Philippines. Philippine laws are public documents (works of the government).

What to look at next