The Philippine Securities and Exchange Commission has issued a new tiered Minimum Public Ownership (MPO) framework for companies conducting initial public offerings and listing shares on an exchange, aligning public float requirements with expected market capitalization at the time of listing. The rule is intended to recalibrate proportional float thresholds while retaining minimum offer size safeguards and ongoing compliance obligations, and it also introduces a post-transaction reporting requirement covering the bookbuilding process. Under the framework, IPO issuers are grouped into four tiers by expected market capitalization at listing: up to PHP 500 million requires 33% MPO; above PHP 500 million up to PHP 1 billion requires 25% MPO with a minimum offer size of PHP 165 million; above PHP 1 billion up to PHP 50 billion requires 20% MPO with a minimum offer size of PHP 250 million; and above PHP 50 billion requires 15% MPO with a minimum offer size of PHP 10 billion. For exceptionally large issuers, the exchange may endorse lower MPO levels where liquidity, investor protection, and orderly trading would not be impaired, with issuers expected to have at least PHP 200 billion market capitalization eligible for adjustment down to 12%. Post-IPO, listed companies must maintain public float at or above the prescribed levels, with companies at or below PHP 50 billion required to maintain 20% and those above PHP 50 billion required to maintain 15%; companies listed before the new rule’s effectivity remain subject to the maintenance requirements that applied at the time of their listing. The circular takes effect immediately, and the Philippine Stock Exchange has been granted a transitory period to align its listing rules and manuals with the revised requirements.
Philippine Securities and Exchange Commission 2026-02-25
Philippine Securities and Exchange Commission adopts tiered minimum public ownership framework for IPO listings with public float as low as 12% for PHP200bn issuers
The Philippine Securities and Exchange Commission has introduced a tiered Minimum Public Ownership (MPO) framework for IPOs, aligning public float requirements with expected market capitalization. Issuers are categorized into four tiers, with MPO requirements from 33% for market capitalizations up to PHP 500 million to 15% for those above PHP 50 billion. The rule includes post-transaction reporting and allows adjustments for large issuers, effective immediately, with a transitory period for the Philippine Stock Exchange to update its rules.