By Jenniffer B. Austria

SAN Miguel Corp. has gained three board seats in Petron Corp. but will not be compelled to make an offer on the remaining shares in the oil refiner, as the law requires, when a party gains 35 percent or more of a public company.

The Securities and Exchange Commission said yesterday San Miguel had not officially acquired the shares in Petron, but rather had an option to buy the shares.

??What they [San Miguel] have is an option agreement which they may or may not exercise,? said Juanita Cueto, a commissioner at the Securities and Exchange Commission.

Cueto also said that three San Miguel officials?Eduardo Cojuango Jr., Ramon Ang and Estelito Mendoza?were elected to the Petron board as nominees of the Ashmore Group and not as San Miguel nominees.

Petron on Friday disclosed that Ang had also been elected chairman and chief executive of Petron, replacing Nicasio Alcantara who will continue to serve as director. Cojuangco and Mendoza were also elected to the Petron board.

Under the law, any person or group gaining 35 percent or more of a publicly traded company must make a tender offer to buy the remaining shares at the same price for which it paid for its stake.

But Cueto said the tender offer would only be triggered once the transaction was completed.

The commission?s ruling saves San Miguel from having to immediately offer P6.85 for the remaining shares of Petron, which closed at P4.70 last week.

San Miguel had earlier disclosed it had entered into an option agreement with SEA Refinery Holdings B.V., in which it would have an option to acquire the latter?s entire stake in Sea Refinery Corp., the major shareholder of Petron.

Sea Refinery, a wholly owned subsidiary of SEA BV, owns 50.17 percent of the outstanding shares of Petron.

Under the agreement, San Miguel may exercise its option within two years from Dec. 24, 2008.

Cueto said if San Miguel exercised its option agreement, it might have to make a tender offer even though it was not directly acquiring Petron shares.

?We will review the structure that will be used by San Miguel with its entry in Petron. But we will have to be consistent with our rules,? Cueto said, citing a similar case involving Cemco Holdings.