SEC MC No. 12, Series of 2025 — Amendments to Rule 8.1.2 on Enhanced Shelf Registration

Securities and
Exchange
Commission r H I l I r r I N f s
SEC MEMORANDUM CIRCULAR NO. __ _
Series of2025
ALL CONCERNED
BACONC PII.IPINAS
TO
SUBJECT AMENDMENTS TO RULE 8.1.2 OF THE 2015 IMPLEMENTING RULES AND REGULATIONS OF THE SECURITIES REGULATION CODE - DELAYED AND CONTINUOUS OFFERING AND SALE OF SECURITIES (ENHANCED SHELF REGISTRATION) WHEREAS, Section 2 of the Securities Regulation Code (SRC) declares it a policy of the State to, among others, promote the development of the Philippine capital market, encourage the widest participation of ownership in enterprises and enhance the democratization of wealth; WHEREAS, Rule 8.1.2 of the 2015 SRC Implementing Rules and Regulations (2015 SRC Rules) provides for the registration of securities intended to be offered and sold in tranches in a delayed and continuous basis, also known as shelf registration; WHEREAS, the Commission recognizes the need to enhance the shelf registration framework to provide greater flexibility and efficiency in the offering of securities through continuous or delayed tranches, while ensuring adequate disclosures, investor protection and regulatory oversight; and WHEREAS, Section 72 of the SRC vests upon the Commission the authority to make, issue, amend, and rescind rules and regulations and orders which are necessary or appropriate to the exercise of the powers conferred upon it in the SRC; NOW, THEREFORE, the Commission hereby issues these amendments to Rule 8.1.2 of the 2015 SRC Rules to implement an Enhanced Shelf Registration framework, as follows:
Section 1. AMENDMENTS TO RULE 8.1.2 ON THE EXTENSION OF SHELF REGISTRATION
PERIOD
The validity of shelf registration period under Rule 8.1.2 is hereby amended, as follows:
"8.1.2. Delayed and Continuous Offering and Sale of Securities (Enhanced Shelf Registration) Securities, which are intended to be issued in tranches at more than one instance after the registretien stetementRS has been rendered effective by the Commission, may be registered for an offering to be made on a continuous or delayed basis in the future, for a period not exceeding five [5) years from the effective date of the registretien stetement RS under which they are being offered and sold.
8.1.2.1 Securities offered after the initial tranche shall comply with the following
requirements:
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