Club Share/Shares of Stock Bidding Terms and Conditions

I. Bidding Procedure

1. Subject of the Bid

The bid shall involve club shares   / shares of stock (the “Subject Club Share / Shares of Stock”) owned by BPI (hereinafter referred to as the “Bank”), more particularly described in the Strategic Asset Management and Sales’ (SAMS) official website, www.buenamano.ph    .  

The winning bid for the Subject Club Share / Shares of Stock shall be the highest valid bid as determined by the Bank. For purposes hereof, “highest bid” shall mean that which bears the highest amount offered for the purchase of the Subject Club Share / Shares of Stock, and “valid bid” shall mean a bid: (i) submitted following the Bank’s prescribed Bid Form available at www.buenamano.ph; (ii) received within the bidding period; (iii) bearing an offer not lower than the minimum bid price; and (iv) duly validated   by the Bank. The bid shall be expressed in Philippine Pesos.  

At any time before the Notice of Award is issued, the Bank reserves the right to withdraw the Subject Club Share / Shares of Stock from bidding at its sole discretion.         

2. Invitation to Bid

• An invitation to bid (the “Invitation”) shall be published by the Bank, under the brand name, Buena Mano , through any of the following channels:
• RHEA, for Unibankers;
• E-mail for brokers and Buena Mano e-mail subscribers; and
• Viber.   
• Other marketing channels which may include but shall not be limited to traditional (mass media, print) and digital advertising, events, and influencers.

The Invitation shall include the following:   

• The description of the club share / shares of stock for bidding;
• The bidding schedule;
• The minimum bid price; and  
• A QR code or bit.ly link that leads to the Strategic Asset Management and Sales’ (SAMS) official website, www.buenamano.ph, where viewers can get more details on the Subject Club Share / Shares of Stock and the bidding.  

3. Submission of Bids

Qualified Bidders who desire to participate in the bidding shall submit their bids by supplying the necessary information and performing the actions required when they access the Bid Form thru the official online platform provided by the Bank (the “Platform”). All the fields required to be answered in the Bid Form must be filled out. Qualified Bidders shall indicate their offers, which shall not be lower than the minimum bid price.  

The bid must be submitted by the Qualified Bidder or by a duly authorized representative. In case of corporate bidders, the corporation’s name and the complete details of its authorized representative must be supplied.   

4. Opening of Bids

On the date indicated in the Invitation, the Bank shall open the bids, by extracting the submitted Bid Forms from the Platform. An online meeting will be conducted for the purpose, to be attended by representatives from the Bank and its internal auditor/s. Qualified Bidders who submitted bids may likewise attend the online meeting, the link to which may be requested from the SAMS Marketing Team by sending an email to buenamano@bpi.com.ph

In case the date for the opening of bids is declared a non-working holiday, or a fortuitous event occurs affecting the opening of bids, the same shall be cancelled and moved to another banking day (same time and venue) to be determined by the Bank.

5. Evaluation of Bids

The Bank shall evaluate the bids submitted for completeness as to form and compliance with the bid requirements.  

The SAMS Marketing and Compliance Team shall determine the highest bid among the valid bids, and submit the same to the Bank’s Internal Auditor/s for further validation and final approval.  

Once approved, the SAMS Marketing and Compliance Team shall forward the results of the bidding to the SAMS Sales Team, which shall then be responsible for notifying the bidders, including the highest valid bidder, of the results of their bid.   

In case of a tie among the highest bids, the tied Qualified Bidders shall submit new bids no later than 12:00 noon (Philippine Standard Time) on the date determined by the Bank, with the tied bid amount serving as the minimum bid price.  

The procedure for the opening of bids under item 4 shall apply, and the highest valid bid among the tied bids shall be declared the winner.  

The Bank reserves the right to: (a) to reject any and all offers at its sole discretion; and (b) accept the offer most advantageous to the Bank. The Bank does not guarantee that any award shall be made. The decision of the Bank as regards these matters is final, conclusive and binding on all parties.

6. Notice of Award

The Bank shall issue a Notice of Award to the highest valid bidder via email from one of its sales officers.

The highest valid bidder shall be required to provide, via Manager’s Check, a bid deposit equivalent to ten percent (10%) of the bid price, and to submit the following documents within ten (10) banking days from receipt of the Notice of Award:  

• EMPLOYED (any two of the requirements below)
  • Certificate of Employment
  • Payslip
  • BIR Form 2316
• RETIREE
  • Bank Certificate
  • Pension Documents (SSS or GSIS)
• IF SELF-EMPLOYED OR IF THE BUYER IS A SOLE PROPRIETORSHIP
  • DTI registration
  • Updated Mayor’s/ Business permit
  • BIR Form 1701 (optional)
• CORPORATION (all documents are required)
  • SEC Registration
  • Articles of Incorporation and By-Laws
  • updated GIS and AFS
  • Notarized Corporate Secretary Certificate/ Board Resolution specific to the purchase of the unit/s and authorizing a signatory
  • Additional documents may be requested by the Bank in compliance with internal and regulatory policies.

In case the highest valid bidder fails or refuses to comply with the terms of the transaction documents, or in the event that any of the material representations made by the highest valid bidder to the Bank in the course of the evaluation by the latter of the former’s eligibility to participate, is found to be untrue or otherwise ceases to be true and correct, the Bank may, at its option, cancel and withdraw the Notice of Award and declare the Qualified Bidder who submitted the second highest bid as the new highest bidder, and accordingly, issue a Notice of Award in favor of such new highest bidder  .  

7.  Letter of Advice

Upon final approval and confirmation of the bid by the Bank’s approving committees, and the submission by the highest valid bidder of the documentary and other requirements, a Letter Advice shall be sent to the highest valid bidder via email and/or registered mail, containing such other terms for the sale of the Subject Club Share / Shares of Stock.    

8. Terms of Payment

The highest valid bidder (the “Buyer”) shall pay the full 90% balance of the approved bid/purchase price, including all taxes, fees, and incidental expenses, via cash or Manager’s Check, within the date prescribed in the Letter Advice.  

9. Taxes, Fees, and Expenses

The Bank shall bear, as and when due: (1) the corresponding creditable withholding tax/capital gains tax (CWT/CGT) computed based on the approved bid/purchase price; and (2) all appropriate/applicable taxes and other assessments on the Subject Club Share / Shares of Stock until the originally scheduled full payment date for the Subject Club Share / Shares of Stock.

The buyer shall exclusively shoulder: (1) all applicable taxes and fees such as documentary stamps tax (DST), donor’s tax (if any), value-added tax (if any), transfer tax, BIR Certificate Authorizing Registration processing fee, notarial fee, DST on notarized documents; and (2) all expenses for the cancellation of the Club Share / Shares of Stock Certificate in the name of the Bank and all other fees such as certification fee, notarial fee, registration fees, pro-rated membership dues (if applicable), entrance and transfer fees for the issuance of new Club Share / Shares of Stock Certificate under the Buyer’s name.

10. Transaction Document

Upon full payment and compliance by the Buyer with the conditions of the sale of the Subject Club Share, the Deed of Absolute Sale shall be executed between the Buyer and the Bank.

The turnover of the Subject Club Share / Shares of Stock shall then be scheduled no later than forty-five (45) banking days after receipt of the cash payment or the clearing of the Manager’s Check, representing full settlement of the bid/purchase price.

II. OTHER TERMS AND CONDITIONS

1. The Subject Club Share / Shares of Stock is being sold on an “as-is-where-is” basis, and no liability in any shape or form shall lie against the Bank in cases of hidden defects or any other lien involving the Subject Club Share / Shares of Stock.

2. The bid represents the Qualified Bidder’s voluntary offer for the purchase of the Subject Club Share on the basis of the terms set forth in these Terms and Conditions and the transaction documents.

3. The bid constitutes an unconditional and irrevocable offer, which shall be valid and may be accepted by the Bank.  

4. By submitting the bid, the Qualified Bidder acknowledges that it has made reasonable due diligence on

the Subject Club Share / Shares of Stock, and is satisfied therewith in all respects. The Qualified Bidder likewise acknowledges that it has reviewed, is fully acquainted with, and unconditionally accepts the Club Share  / Shares of Stock Bidding Terms and Conditions. Moreover, each Qualified Bidder is deemed to know, and by submitting a bid, represents and warrants, that the bid duly complies with, all existing laws, decrees, ordinances, rules and regulations of the Republic of the Philippines and all relevant instrumentalities thereof that may in any way affect the acquisition of the Subject Club Share / Shares of Stock and ownership thereof (including, but not limited to, the laws and regulations providing for restrictions on ownership of club shares /shares of stock) and the bidding.

5. The Qualified Bidder agrees not to hold the Bank liable for any and all losses damages or liabilities arising from the sale of the Subject Club Share / Shares of Stock, including any arrears in the payment of appropriate/applicable taxes, charges, and/or penalties, if any, on the Subject Club Share / Shares of Stock and forever discharges the Bank from any and all said loss, damage, or liability.  

6. The Bank assumes no liability for any claim, damage, or liability which may arise as a result of, or in connection with, the Qualified Bidder’s preparation of its bid or its conduct of due diligence, nor for any claim, damage, or liability which may arise in connection with the ensuing transaction as a result of the bid.  

7. The Bank reserves the right to accept or reject any or all bids, terminate the bidding, or modify the bidding terms or procedures, in accordance with its internal policies and applicable laws and regulations, and subject to appropriate disclosure and notice. Any such actions shall be conducted in a fair and transparent manner. The Bank shall not be liable for costs reasonably incurred by bidders, except as may be required by applicable law.

8. The highest valid bidder shall faithfully comply with all of its obligations under this Club Share / Shares of Stock Bidding Terms and Conditions and the transaction documents.

9. The Bank does not give any representation or warranties regarding the Subject Club Share / Shares of Stock, any provision of law to the contrary notwithstanding.

10. The bidding, the bidding procedure, and the transaction documents shall be governed by and construed in accordance with Philippine Laws.