BPI settles P101,000 penalty for delayed merger disclosure

MANILA, Philippines — Bank of the Philippine Islands (BPI) has settled a P101,000 fine for the delayed disclosure of a planned merger with Robinsons Bank Corp. owned by the Gokongwei family.

The Ayala-led bank informed the Philippine Dealing and Exchange Corp. (PDEX) that it paid the amount to the Philippine Stock Exchange (PSE) last Oct. 10.

The PSE, through a letter dated Oct. 4, directed the 172-year old bank to pay the fine for alleged violation of Sections 4.2 and 14 of the Article VII of the Disclosure Rules.

According to the PSE, BPI’s violations stemmed from the purported release to the media of the proposed merger between BPI and Robinsons Bank, without prior or simultaneous disclosure to the PSE.

In its explanation, the Ayala-led bank told the PSE that the media release on the proposed merger between BPI and Robinsons Bank did not come from BPI.

BPI reiterated that it immediately filed the required disclosure with the PSE upon the approval by its board of directors of the proposed merger and the execution of the definitive agreement.

“We understand that JG Summit Holdings Inc. had admitted the inadvertence to the Exchange, explaining that the press release was provided ahead of time for editorial revision to prepare for its release after board approval and PSE disclosure in the afternoon, but the same was accidentally released because of miscommunication with the editor,” BPI said.

According to the bank, there was no intention for the accidental release of the information.

The PSE also penalized BPI for its failure to observe the three trading-day prior notice requirement for the investors’ briefing held on Oct. 5, 2022 to promptly address queries relating to the proposed merger.

BPI said it had sought guidance from the PSE and requested leniency of the three-trading day notice requirement due to the urgency of addressing the numerous demands and requests received from stockholders, analysts and investors.

“The bank misconstrued the posting of the notice of analysts’/investors’ briefing on PSE Edge as the exchange’s approval to not to wait for another day to complete the three-trading day notice requirement,” it said.

BPI earlier got a reprieve after the Securities and Exchange Commission (SEC) approved its request to lower the fine for failing to secure the green light from the corporate regulator for its seven-year Executive Stock Purchase Plan and Executive Stock Option Plan launched in 2013.

The regulator agreed to lower the fine to P30 million from a high of P134.62 million.