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?

Listingadmission 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 MethodsInitial Public OfferingListing by Way of Introduction

Listing BoardsFirst BoardSecond BoardSME 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 ProcessA. Key PSE Listing Criteria/ RequirementsB. Offer PriceC. Chain ListingD. Listing DocumentsE. Application ProceduresF. FeesG. Time FrameH. Continuing Listing Requirements

A. Key PSE Listing Criteria/ Requirements

General Criteria

First Board Second Board SME Boarda. Profitable

operations for 3 years; OR

b. At listing, market cap of P500 m, provided 5-year operating history; OR

c. Net tangible assets of P500 m, provided a 5-year operating history.

a. Demonstrate potential for superior growth; AND

b. Operating history of at least 1 year prior to its application; AND

c. At listing, market capitalization of at least P250 m.

a. Integrity and capability of management and controlling stockholders; AND

b. Potential of further growth and profitability; AND

c. No material conflicts of interest.

Track Record

First Board Second Board SME BoardCumulative consolidated pre-tax profit of at least at least P50 Million and a minimum pre-tax profit of P10 M for each of the 3 full fiscal years.

Demonstrate superior growth thru submission of Active Business Pursuits and Objectives

Operational for atleast 1 year with positive net operating income (income before interest, taxes, depreciation and amortization-BITDA) during the last financial year.

Capitalization Criteria

First Board Second Board

SME Board

Authorized Capital Stock:

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

Subscribed & Paid-up:

Min. of P100M Min. of P 25M Min. of P4M

Market Capitalization:

Min. of P500M Min of P250M Min. of P9M

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 DocumentsFirst Board Second

BoardSME Board

Financial Statements (FS)

Audited FS for the last 3years of the applicant company and its subsidiaries

Audited FS for the last 3years of

the applicant company and its

subsidiaries

When applicable, Audited FS for the last 3years of the applicant company and its subsidiaries

Statement of Active Business Pursuit & Objectives

Not required Required Required

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. FeesFirst Board Second

BoardSME

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

Listing Fees

• P15 Billion and below

LOWER of: 1/10 of 1% or 500,000 Fixed Listing 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 FeeAnnual 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 undertakenbecause…– 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!!!