The Philippine Securities and Exchange Commission has opened a second round of consultation on revised amendments to the 2015 implementing rules of the Securities Regulation Code, advancing its broader effort to tailor public offering rules to debt markets. The draft would separate debt and equity disclosure regimes, establish a simplified framework for eligible mid-market debt issuers and create a medium-term note (MTN) program for repeated issuances under a single authorized base prospectus. Following 88 comments on the first draft, 73 of which received substantive review, the revisions clarify issuer eligibility, MTN mechanics and ongoing reporting. A mid-market issuer would need to meet at least two of three criteria: fewer than 200 employees, total assets of no more than PHP 500 million or paid-up capital of no more than PHP 200 million, as well as obtain a rating from a domestically accredited credit rating agency. Under an MTN program of up to five years, authorization of the base prospectus would serve as the permit to sell for the entire program. Subsequent series would require final terms to be filed by the issue date, but not prior commission approval, provided the base prospectus remains current. The program limit would apply to debt outstanding at any time, allowing capacity to be reused as securities mature or are redeemed. The revised draft also retains semiannual management discussion and analysis for debt-only and eligible mid-market issuers, limits debt-specific current-report disclosures to registered debt securities and clarifies transitions between issuer categories. The commission plans a separate implementation guidance note covering due diligence, MTN operations, base prospectus maintenance, ratings, reporting and interaction with exchange requirements.
2026-08-28Philippine Securities and Exchange Commission
Philippine Securities and Exchange Commission launches second consultation on revised public debt offering reforms
The Philippine Securities and Exchange Commission has opened a second consultation on revised reforms to public debt offerings, including separate debt disclosure regimes, a mid-market framework and a Medium-Term Note program. The draft would allow multiple note series over up to five years without separate approval for each issuance, subject to a current base prospectus and final-terms filing. It also refines mid-market eligibility and issuer reporting requirements.