SAN Miguel Corp. was given 24 hours to explain why it should not be penalized for failing to provide additional information requested by the Philippine Stock Exchange on its option to buy a stake in Petron Corp.

The exchange, which made the announcement yesterday on its Web site, did not specify what sanctions it would impose, but San Miguel seemed adamant in its refusal to reveal the terms of its option agreement to buy out SEA Refinery Holdings B.V., the majority owner of Petron.

In a letter to the Listing and Disclosure Group of the exchange, San Miguel said its agreement with SEA was a private document, and that furnishing the exchange a copy would violate their confidentiality agreement.

San Miguel also said SEA BV ?has no relationship or disclosure obligation? to the exchange.

The company said even an order from the exchange compelling it to provide a copy of the agreement would not constitute legal justification for it to violate its confidentiality agreement with SEA BV, because the PSE is not a government agency or office.

San Miguel last week said it paid about $10 million for an option to buy out as much as 100 percent of SEA BV, which owns more than 90 percent of Petron, the country?s largest refiner.

At the same time, Petron said it elected San Miguel president Ramon Ang as chairman and San Miguel chairman Eduardo Cojuangco as a director.

Mon Santiago, vice president for corporate affairs, said San Miguel had just received the exchange?s notice.

?We?re studying it before we can comment,? he said.

San Miguel?s A shares, which are reserved for Filipinos, were unchanged at P40 Monday. The company?s B shares, which have no ownership restrictions, rose 2.4 percent to P42. The benchmark Philippine Stock Exchange Index declined 0.5 percent to 1,984.92.

Earlier, the Securities and Exchange Commission said San Miguel would not be made to make an offer to buy the remaining shares in Petron as the law requires when a party gains 35 percent or more of a public company.

The commission said Monday that 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, an SEC commissioner.

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. Bloomberg