MORNBFI Vol. 1 - Planters Development Bank

APP. Q-808.12.31NEW RULES ON THE REGISTRATION OF LONG-TERM COMMERCIAL PAPERS[Appendix to Subsecs. 4235Q.10 and 4239Q.2 (2008 - 4211Q.9 and 4217Q.3)]Pursuant to Section 4(b) of the RevisedSecurities Act and other existing applicablelaws, the SEC hereby promulgates thefollowing New Rules and Regulationsgoverning long-term commercial papers, inthe interest of full disclosure and protectionof investors and lenders, in accordance withthe monetary and credit policies of the BSP:Section 1. Scope. These Rules shallapply to long-term commercial papersissued by corporations.Sec. 2. Definitions. For purposes ofthese Rules, the following definitions shallapply:a. Long-term commercial papersshall refer to evidence of indebtedness ofany corporation to any person or entity withmaturity period of more than 365 days.b. Interbank loan transactions shallrefer to borrowings between and amongbanks and QBs.c. Issue shall refer to the creation ofcommercial paper and its actual orconstructive delivery to the payee.d. Appraised value shall refer to thevalue of chattel and real property, asestablished by a duly licensed andindependent appraiser.e. Current market value shall referto the value of the securities at currentprices, as quoted at the stock exchanges.f. Recomputed debt-to-equity ratioshall refer to the proportion of totaloutstanding liabilities, including theamount of long-term commercial papersapplied for, and any unissued authorizedcommercial papers to net worth.g. Specific person shall refer to a dulynamed juridical or natural person as aninvestor for its or his own account, a trusteefor one or more trustors, an agent or fundmanager for a principal under a fundmanagement agreement, and does notinclude numbered accounts.h. Net worth shall refer to the excessof total assets over total liabilities, net ofappraisal surplus.i. Subsidiary shall refer to a companymore than fifty percent (50%) of theoutstanding voting stock of which is directlyor indirectly owned, controlled, or heldwith power to vote by another company.j. Affiliate shall refer to a concernlinked, directly or indirectly, to another bymeans of:1) Ownership control and power tovote of ten percent (10%), but not morethan fifty percent (50%), of the outstandingvoting stock.2) Common major stockholders; i. e.,owning ten percent (10%), but not morethan fifty percent (50%), of the outstandingvoting stock.3) Management contract or anyarrangement granting power to direct orcause the direction of management andpolicies.4) Voting trustee holding ten percent(10%), but not more than fifty percent(50%), of the outstanding voting stock.5) Permanent proxy constituting tenpercent (10%), but not more than fifty percent(50%), of the outstanding voting stock.k) Underwriting shall refer to the actor process of distributing and selling of anykind of original issues of long-termcommercial papers of a corporation otherthan those of the underwriter itself, eitheron guaranteed or best-effort basis.l) Trust accounts shall refer to thoseaccounts with a FI authorized by the BSPto engage in trust functions, wherein thereis a trustor-trustee relationship under a trustagreement.Manual of Regulations for Non-Bank Financial InstitutionsQ RegulationsAppendix Q-8 - Page 1