By Jenniffer B. Austria

THE Philippine Stock Exchange blinked yesterday in its contest of wills with San Miguel Corp., saying it would no longer require the listed company to furnish it with a copy of its option agreement to buy a majority stake in Petron Corp.

But the Exchange also wrote the Securities and Exchange Commission urging it to require San Miguel to make a tender offer for the remaining shares of Petron, after it gained effective control of the refinery through an option to buy out its biggest stockholder, SEA Refinery Holdings B.V.

Instead of requiring San Miguel to furnish the Exchange with a copy of its option agreement, the bourse would ask the company to answer specific questions that will help investors decide whether they will sell, buy or hold their shares in Petron and San Miguel, Exchange president Francis Lim said.

The Exchange?s disclosure group on Wednesday ordered San Miguel to explain why it should not be sanctioned for refusing to provide the Exchange with a copy of the option agreement.

?We will not be imposing sanctions on San Miguel in the meantime. But we will be giving them questions which they have to answer. If they will still refuse to provide the information, then we will see what we will do next,? Lim said.

He said the Exchange?s board acknowledged that providing it with a copy of the agreement could be a violation of San Miguel?s confidentiality agreement with SEA BV.

San Miguel said earlier it could not provide the Exchange with a copy because it was bound by a confidentiality agreement.

But the Stock Exchange also differed over San Miguel?s interpretation of the law, which requires any party acquiring 35 percent of a publicly traded company to offer to buy the remaining shares from other stockholders.

The SEC had earlier said it would not require a tender offer until San Miguel exercised its option to buy, but the Stock Exchange sought a clarification on the issue.

?We seek your confirmation on whether or not San Miguel is required to make a tender offer for Petron shares pursuant to the Securities Regulation Code,? the Stock Exchange said.

The Exchange said San Miguel had already confirmed it had committed to pay the Ashmore Group about $10 million as a consideration under the option agreement.

Petron said San Miguel president and chief operating officer Ramon Ang, San Miguel chairman and chief executive Eduardo Cojuangco Jr., and San Miguel director Estelito Mendoza had also been elected directors of Petron.

The Stock Exchange cited the Supreme Court?s decision in the case of Cemco Holdings Inc. versus National Life Insurance Co. of the Philippines.

There, the Court ruled that ?the legislative intent of Section 19 [Tender Offers] is to regulate activities relating to acquisition of control of the listed company and for the purpose of protecting the minority shareholders of a listed corporation.

?Whatever may be the method by which control of a public company is obtained, either through the direct purchase of its stock or through an indirect means, mandatory tender offer applies.?