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Tender Offer Checklist and Timeline

This document outlines the filing requirements for a tender offer in the Philippines, including: 1. A public announcement of the tender offer must be published prior to the commencement date in one newspaper of general circulation. 2. On the date of commencement and for the following two days, the tender offer must be publicly announced in two newspapers of general circulation. 3. At least two business days before the commencement date, five copies of the SEC Form 19-1 Tender Offer Report must be filed with the SEC and one copy with the PSE. The report includes details about the subject company, identity of the bidder, and purpose and plans for the tender offer.

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0% found this document useful (0 votes)
920 views

Tender Offer Checklist and Timeline

This document outlines the filing requirements for a tender offer in the Philippines, including: 1. A public announcement of the tender offer must be published prior to the commencement date in one newspaper of general circulation. 2. On the date of commencement and for the following two days, the tender offer must be publicly announced in two newspapers of general circulation. 3. At least two business days before the commencement date, five copies of the SEC Form 19-1 Tender Offer Report must be filed with the SEC and one copy with the PSE. The report includes details about the subject company, identity of the bidder, and purpose and plans for the tender offer.

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easterprincess
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© Attribution Non-Commercial (BY-NC)
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ITEM DOCUMENT WHEN TO FILE WHERE TO FILE REFERENCE STATUS

1 Public Announcement of the Tender Offer to the Stockholders of [●] Prior to date of Must publish in ONE SRC Rule 19
Prior to the Commencement (must then prepare Affidavit of Publication, commencement of newspaper of general Section 5
see Item 4 tender offer when circulation
exactly?
2 Public Announcement of the Tender Offer to the Stockholders of [●] on On day of tender offer Must publish in TWO SRC Rule 19
date of commencement and for 2 days thereafter (must then prepare & 2 days after newspapers of general Section 8(ii.)
Affidavit of Publication, see Item 5 circulation
3 SEC Form 19-1 Tender Offer Report At least 2 business days 5 copies at SEC SRC Rule 19
before date of 1 copy at PSE Section 6(a), 7;
commencement of SEC Form 19-1
tender offer
3a Cover Sheet
3b SEC Form 19-1 Tender Offer Report SEC Form 19-1
Item 1: Subject Company and Class of Security Subject to the Tender SEC Form 19-1
Offer
a) Name of subject company and address of principal executive
office
b) Exact title and amount of securities outstanding of the class of
security being sought as of most recent practicable date and exact
amount of such securities being sought and consideration being
offered
c) Principal market where shares are being traded. If sold in an
exchange, state the high and low sales prices for each quarterly
period during the past 2 years.
Item 2: Identity and Background (usually attached as an Exhibit)
a) Name and address of corporation
b) Persons Controlling the Bidder
c) Members of the Board of Directors of the Bidder
d) Officers of the Bidder
e) Involvement in Legal Proceedings (of the Corporation, Board and
Officer)
Item 3: Purpose of the Tender Offer and Plans or Proposals of the
Bidder
State the purposes of the tender offer, and describe any plans or proposals
which relate to or would result in:
a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
b) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
c) Any change in the present board of directors or management of
the issuer including, but not limited to, any plan or proposal to
change the number or term of directors, to fill any existing

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