INITIAL

PUBLIC
OFFERING
(IPO)
What is Listing?
What is IPO?
How does one prepare for an IPO?
What are the IPO listing processes?
Are there other models of listing?
 Listing
 admission of securities for trading and the
inclusion in the certified registry of the
Philippine Stock Exchange (PSE) -Art. II Sec. 1 of
the PSE Revised Listing Rules

 Transform a private close company to a

publicly-held and traded company
 Listing Methods
Initial Public Offering
Listing by Way of
Introduction
 Listing Boards
First Board
Second Board
SME Board
 Initial Public Offering
(IPO)
The first sale or
distribution of tradable
securities to the public
 Preparation for an IPO
• Corporate Clean-up
• Possible Corporate Reorganization
• Compliance with SEC and PSE requirements
 IPO Listing Process
A. Key PSE Listing Criteria/ Requirements
B. Offer Price
C. Chain Listing
D. Listing Documents
E. Application Procedures
F. Fees
G. Time Frame
H. Continuing Listing Requirements
A. Key PSE Listing
Criteria/
Requirements
General Criteria

First Board Second Board SME Board

a. Profitable a. Demonstrate a. Integrity and
operations for 3 potential for capability of
years; OR superior growth; management and
b. At listing, market AND controlling
cap of P500 m, b. Operating history stockholders; AND
provided 5-year of at least 1 year b. Potential of further
operating history; prior to its growth and
OR application; AND profitability; AND
c. Net tangible assets c. At listing, market c. No material
of P500 m, capitalization of at conflicts of interest.
provided a 5-year least P250 m.
operating history.
Track Record

First Board Second Board SME Board

Cumulative Demonstrate Operational for at
consolidated pre-tax superior growth least 1 year with
profit of at least at thru submission positive net
least P50 Million of Active operating income
and a minimum pre- Business (income before
tax profit of P10 M Pursuits and interest, taxes,
for each of the 3 full Objectives depreciation and
fiscal years. amortization-BITDA)
during the last
financial year.
Capitalization Criteria

First Board Second Board SME Board

Authorized Min. of P400M Min. of P 100M Min. of P 20M

Capital Stock:
Subscribed & Min. of P100M Min. of P 25M Min. of P4M
Paid-up:
Market Min. of P500M Min of P250M Min. of P9M
Capitalization:
 B. Offer Price
Applicant company is given the
discretion to determine the offer
price of its shares for initial
listing
 C. Chain Listing
As a general rule, a PARENT or
SUBSIDIARY company of an existing
listed issuer will not be considered
suitable for listing if the assets and
operations of the APPLICANT are
substantially the same as those of the
existing listed issuer.
 D. Listing Documents
First Board Second Board SME Board

Financial Audited FS for Audited FS for When applicable,

Statements (FS) the last 3years of the last 3years of Audited FS for
the applicant the applicant the last 3years of
company and its company and its the applicant
subsidiaries subsidiaries company and its
subsidiaries
Statement of Not required Required Required
Active Business
Pursuit &
Objectives
Checklist of Documentary Requirements for IPO
 E. Application Procedures
1. Submission of listing application and registration
statement to the Listings Department
2. Processing of listing application by the Listings
Department
3. Review and report by the Management Committee
4. Approval of the PSE Board of Directors
 F. Fees
First Board Second Board SME Board

Processing Fees P50,000 + other incidental expenses P20,000 +

Listing Fees
• P15 Billion and LOWER of: 1/10 of 1% or 500,000 Fixed Listing
below fee of P50,000
• Over P15 Billion P15.00 Million + 1/20 of 1% of the
excess over P15 Billion Market
capitalization

 Annual Listing Maintenance Fee

Annual Maintenance Fee for Subscription Warrants
 G. Time Frame
 Processing of Application – maximum of 20 trading days from
completion of submission of documentary requirements
 Disclosure of percentage of offer shares for book building – five
trading days before book building process
 Delivery of selling kits – two trading days before the start of the
offer period
 Offering period – not less than five trading days
 Listings – within ten calendar days from end of offer period
 H. Continuing Listing Requirements
• Unstructured Reports
• Structured Reports
1.200 copies of Annual Report (SEC Form 17-A)
– 105 days after the end of the fiscal year, or
such other time as the Commission by rule shall
prescribe
2.200 copies of Quarterly Report (SEC Form 17-
Q) – 45 days from end of the first three quarters
 H. Continuing Listing Requirements
3. One copy of the Annual list of Stockholders (should
include Name of shareholders with the corresponding
number of shareholdings and its percentage to the total
issued and outstanding shares; address; nationality and
Total no. of Stockholders – within 5 trading days after the
record date of the Annual Stockholders’ Meeting
4. One copy of the Top 100 Stockholders (should include
Name of shareholders with the corresponding number of
shareholdings and its percentage to the total issued and
outstanding shares) – within 15 calendar days after the
end of each quarter of the calendar year
5. Duplicate original of other information, documents and
reports submitted to the SEC
• The initial public offering of APC's common
shares, with an offer price to be determined
through an international book-building
process, shall consist of a primary offering of
up to 1.7 billion common shares and over-
allotment option of up to 300 million common
shares
• The proceeds of the initial public offering will be
used by the company to improve its existing power
generation and distribution facilities, investments in
capacity expansion, including possible acquisitions of
power generation facilities and power distribution
systems and development of greenfield projects
 Other Model of Listing
another method of listing is by way of
INTRODUCTION
is unique since it avoids the public offering
process
 Listing By Way Of Introduction
Refers to an application for listing of securities
that:
• are already issued or
• will be issued upon listing,
 Listing By Way Of Introduction

where NO public offering will be undertaken

because…
– the securities for which listing is sought would be of such
an AMOUNT and would be so WIDELY held that their
adequate marketability when listed can be assumed or
– when listing in an exchange is mandated by law or by the
SEC in the exercise of its powers under the SRC

Checklist of Documentary Requirements for Listing by Way of Introduction

IMI
• In listing the company by way of introduction,
Arthur Tan, president and chief executive
officer of IMI, says: “By going public, we are
letting more people know more about IMI.
They will know of how a Filipino technology
firm has made it in the global arena.”
• Unlike an initial public offering (IPO), listing
by way of introduction (LBWI) does not aim
to raise capital; rather, it allows the existing
individual shareholders to trade the stock on
the exchange.
• In the case of IMI, the only available shares
for trading are secondary shares held by some
individual shareholders and employees
• The company is not issuing new shares to the
public until it launches an IPO which should
be done within a year
 IP E‐Game Ventures Inc.
• registered under the provisions of the Securities
Regulation Code of the Philippines (“SRC”) and
Listing by Way of Introduction on the Second Board
of the Philippine Stock Exchange, Inc. (“PSE”) of
33,545,554 common shares (“Subject Shares”) of the
capital stock of IP E-game Ventures Inc. (“E‐Games”
or “IPE”).
 IP E‐Game Ventures Inc.
• As the registration of the Subject Shares relate
to application for listing by way of
introduction with the PSE, and the Subject
Shares applied for listing are already issued,
no public offering of the Subject
 IP E‐Game Ventures Inc.
• no change in the shareholdings of the
shareholders upon listing with the PSE
• No underwriter has been engaged and no offer
price has been set

prospectus
Thank You!!!