November 22, 2019
SPECIAL HEARING PANEL
SEC SHP CASE NO. PSI-18-02
IN THE MATTER OF: PROFESSIONAL SERVICES, INC.
FOUNTEL CORPORATION, FELICITAS ANTOINETTE, INC., VIVA HEALTHCARE LIMITED, VIVA HOLDINGS (PHILIPPINES) PTE. LTD., respondents.
For: Violations of Sections 18, 19 and 26 of the Securities Regulation Code and the Amended Implementing Rules and Regulations
RESOLUTION
This administrative action for violations of the Securities Regulation Code (SRC) stems from the application for exemptive relief filed by Fountel Corporation (Fountel), Felicitas Antoinette, Inc. (FAI), 1 and Viva Holdings (Philippines) Pte. Ltd. (Viva). HTcADC
On November 17, 2017, Fountel, FAI and Viva (Offerors) requested the Securities and Exchange Commission (Commission), through the Corporate Governance and Finance Department (CGFD), for exemptive relief from SRC Rules as precursor to its intended Mandatory Tender Offer (MTO) over the shares of Professional Services, Inc. (PSI). In December 2017, Offerors informed CGFD that an intervening event, i.e., approval of PSI's increase in capital stock, would require revision of the letter-request. Thus, on January 18, 2018, 2 Offerors submitted an updated request for exemptive relief.
On April 26, 2018, CGFD, through a letter, informed the...