The Philippine Securities and Exchange Commission has released for public comment a draft memorandum circular that would introduce a tiered Minimum Public Ownership (MPO) rule for companies registering shares for an initial public offering and listing on an exchange. The proposal sets minimum initial public float thresholds calibrated to expected market value at listing, alongside ongoing maintenance requirements, reporting obligations, and enforcement tools. Under the draft, “public float” would exclude strategic shareholdings of 10% or more. Minimum initial public float would range from 33% for issuers with expected market value of up to PHP 500m, down to 12% for issuers above PHP 150bn, with minimum float value floors in several tiers (PHP 165m, PHP 250m, PHP 10bn, and PHP 22.5bn). Post-listing, issuers would be required to maintain public ownership of 20% for tiers I–III, 15% for tier IV, and 12% for tier V, with a 12-month remediation window if public ownership falls below the applicable threshold and prompt notification and monthly progress reporting to the SEC until rectified. The framework also introduces a requirement for issuers and underwriters to submit a confidential post-transaction bookbuilding report within 10 days of offer completion, and notes that non-compliance may trigger administrative sanctions, including potential suspension or revocation proceedings against registration statements. Comments are requested by 23 December 2025. The draft states the rules would take effect immediately following publication in two newspapers of general circulation in the Philippines.

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