PHILIPPINES Law and Practice Contributed by: Rose Marie M. King-Dominguez, Melyjane G. Bertillo-Ancheta and Franco Aristotle G. Larcina, SyCip Salazar Hernandez & Gatmaitan
3.2 Significant Changes to Takeover Law No significant change to takeover law is anticipated in 2026. However, it should be noted that takeovers or tender offers are subject to compulsory merger noti - fication provided certain Philippine revenue or asset- value thresholds are met. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies It is not customary for a bidder to build a stake in the target prior to launching an offer. However, if the cur - rent stake of a stockholder is increased, the tender offer requirements may be triggered. 4.2 Material Shareholding Disclosure Threshold Disclosure Rules Under the Securities Regulation Code (SRC) The SRC and its implementing regulations require the disclosure of beneficial and legal ownership of shares in a reporting company; eg, a public company. These requirements are also reflected in the disclosure rules of the PSE. Reports by 5% Beneficial Owners Any person who acquires, directly or indirectly, the beneficial ownership of 5% or more of any class of equity securities of a public company is required to disclose it to the issuer of the shares, the exchange (if listed, such as the PSE) and the SEC, by filing a sworn statement using SEC Form 18-A within five working days of the acquisition. If the equity securities under the name of the legal owner are beneficially owned by another person(s), the legal owner and beneficial owner must file indi - vidually or jointly. If any change occurs in the facts set forth in the statements, an amendment must be transmitted to the issuer, the exchange and the SEC. Reports by 10% Beneficial Owners Any person who is, directly or indirectly, the beneficial owner of 10% or more of any class of any security of a public company must disclose:
action or a series of related transactions within a twelve-month period; (b) any transaction that results in a new entity, person, or group exercising the power to elect a majority of the board of directors or other - wise direct the management and policies of the DTIP; and (c) assignment or transfer of a material portion of network assets that would impair the DTIP’s ability to meet its service obligations. • The imposition of mandatory ex-ante obligations on entities determined to have “significant market power.”Full implementation of the Konektadong Pinoy Act is still ongoing as the relevant regulatory agencies (including the NTC and the PCC) are still in the process of drafting and finalising the neces - sary implementing guidelines. Operationalisation of the Personal Property Security Registry (PPSR) The Land Registration Authority (LRA) launched the PPSR on 3 February 2025. The LRA announced the operationalisation of the PPSR through LRA Circular No 02-2025, which it issued on 5 February 2025. The PPSR is a centralised and nationwide electronic reg - istry where notice of a security interest and a lien in personal property may be registered. Philippine Natural Gas Industry Development Act Republic Act No 12120, or the Philippine Natural Gas Industry Development Act, which was signed into law on 8 January 2025, established a framework for the Philippine Downstream Natural Gas Industry (PDNGI) to promote investment, infrastructure development, and energy security, and to promote natural gas as a transition fuel to renewable energy. The Philippine Natural Gas Industry Development Act provides fiscal incentives, including VAT exemptions on the purchase and sale of indigenous natural gas, and other fiscal incentives for certified PDNGI facilities under the Strategic Investment Priority Plan. On 26 March 2025, the IRR of the Philippine Natural Gas Industry Development Act were issued.
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