September 28, 2017
SEC-OGC OPINION NO. 11-17
RE: CLARIFICATION ON SEC-OGC OPINION NO. 11-41
The Philippine Stock Exchange, Inc.
Office of the General Counsel
PSE Plaza, Ayala Triangle
Ayala Avenue, Makati City 1226
Gentlemen :
This is in reply to your letter dated 8 March 2012, requesting clarification on matters relevant to SEC-OGC Opinion No. 11-41 ("Subject Opinion"), dated 5 October 2011, in connection with shareholders of the Philippine Stock Exchange, Inc. ("PSE").
In the Subject Opinion, the Commission held that "the pre-emptive right may not be exercised by PSE shareholders who have already exceeded the ownership threshold laid down by the SRC."
Your understanding thereof is that the broker-shareholders of the PSE, who, at the time of the request, own approximately 32% of the outstanding capital stock of the PSE, which is in excess of the 20% industry limit under Section 33.2 (c) of the Securities Regulation Code ("SRC"), 1 are no longer entitled to exercise their pre-emptive rights. Likewise, you interpret it to mean that the existing strategic investors of the PSE, namely the Government Service Insurance System ("GSIS"), San Miguel Corporation...
