MORNBFI Vol. 1 - Planters Development Bank

APP. Q-708.12.31connection with the commercial paperissue, it being understood that theprimary responsibility for thesubmission of the report to saidregulatory agencies is upon the sellingagent: Provided, however, That if thecommercial paper issuer is unable toprovide the information necessary tomeet such reportorial requirements, theselling agent shall, not later than two(2) working days prior to the date whenthe report is due, notify the SEC of suchinability on the part of the issuer:Provided, finally, That if the sellingagreement is with a group, composed ofexpanded commercial banks and/orinvestment houses or any FIs which maybe qualified subsequently by the BSP,there shall be a syndicate manager actingand responsible for the group.(7) Income statements for theimmediate past three (3) fiscal yearsaudited by an independent certifiedpublic accountant: Provided, That, if theapplicant has been in operation for lessthan three years, it shall submit incomestatements for such number of years thatit has been in operation.(8) A printed copy of a preliminaryprospectus approved by the applicant'sBoard of Directors which, amongothers, shall contain the following:(i) A statement printed in red onthe left-hand margin of the front pageof the following tenor:"A registration statement relating tothese short-term commercial papershas been filed with, but has not yet beenapproved by, the SEC. Informationcontained herein is subject tocompletion or amendment. These shorttermcommercial papers may not besold nor may offer to buy be acceptedprior to the time the registrationstatement is approved. Thispreliminary prospectus shall notconstitute an offer to buy nor shall therebe any sale of these commercial papers inthe Philippines as such offer, solicitation,or sale is prohibited prior to registrationunder the Securities Act, as amended byP.D. No. 678 and P.D. No. 1798."(ii) Aggregate maximum amountapplied for, stated on the front page of theprospectus;(iii) Description and nature of theapplicant's business;(iv) Intended use of proceeds;(v) The nature of the firm,irrevocable, and committed credit line,the amount of the line which shall be atleast 20% of the aggregate outstandingcommercial paper issues, proceeds ofwhich shall be allocated on a pro-ratabasis to the aggregate outstandingcommercial paper issue (regardless ofthe order of their maturities), and themanner of availments, as stipulated in thecredit line agreement between the bankand the issuer;(vi) The provision in the sellingagreement naming the selling agent andthe responsibilities of the selling agentin connection with, among others, theuse by the issuer of the proceeds of thebank committed credit line and thereportorial requirements under theserules;(vii) Other obligations of thecommercial issuer classified bymaturities (maturing within six (6)months; from six (6) months to one (1)year; over one (1) year; and past-dueamounts);(viii) Encumbered assets;(ix) Directors, officers, andstockholders owning 2% or more of thetotal subscribed stock of the corporation,indicating any advance to said directors,officers, and stockholders;(x) List of entities where it ownsmore than 33-1/3% of the total equity, aswell as borrowings and advances to saidentities;Manual of Regulations for Non-Bank Financial InstitutionsQ RegulationsAppendix Q-7 - Page 3