The Securities and Exchange Commission may allow companies to extend the three-year period of shelf registration of bonds.
In a draft resolution submitted for public comment, the SEC may allow the shelf registration of additional tranches if the issuer files an extension between 60 to 180 days before the expiration date.
“Prior to the end of the three-year period under SRC (Securities Regulation Code) Rule 8.1.2, a seasoned issuer may file a new registration statement to extend the offering period for additional tranches of securities described in the same section,” it said.
“The new registration statement, including the prospectus therein, shall include all the information that would be required covering all the offerings it relates to,” the draft resolution said.
The new registration statement shall be filed no earlier than 180 days and no later than 60 days before the expiration of the original registration statement.
Prior to the effective date of the new registration statement the seasoned issuer may include on such new registration statement any unsold securities covered by the earlier registration statement.
Such securities should be identified and disclosed in the new registration statement and may be offered and sold under the terms of the new registration statement, it said.
A seasoned issuer pertains to any issuer designated by the SEC as having demonstrated meeting the SEC’s requirements as to size, listing history and track record.
The issuer should satisfy one of the following criteria: have a minimum market capitalization of P50 billion over 180 market days before the offer; or have net assets of at least P5 billion in its most recent audited annual financial statements and a minimum annual average of at least P3 billion in net assets the past three years.
Seasoned issuers shall be subject to more streamlined regulatory requirements and shorter review process for the registration of their fixed income securities.
“The Commission may, at its discretion, waive or reduce certain disclosure and documentary submission requirements for seasoned issuers, provided that sufficient information is available to ensure investor protection,” it said.
The issuer, however, should have listed the issuance of registered corporate bonds on a registered fixed income market for at least three years before the date of the offer.
The SEC will accept comments on the new rule until January 26.
