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FACTS

Rappler, Inc. is a domestic stock corporation registered on July 25, 2011. Its primary purpose is
to “design, develop, establish, market , sell, maintain, support, distribute, customize, sell, re-sell and /or
operate news, information and social network services including but not limited to contents, platforms,
systems and/or applications via web, internet, mobile, and other delivery formats; communications,
advertising, corporate social responsibility, marketing, PR, event, brand affinity and other related
services and packages provided it will not act as an internet service provider.

On the other hand, Rappler Holdings Corporation is a domestic stock corporation registered on
December 12, 2014. It presently owns 98% of Rappler Inc.

On October 29 2013, Rappler, Inc., through its President, started negotiating with Omidyar
Network regarding funding.

On October 26 2014,Rappler , Inc, again through its president started negotiating with North
BaseMedia regarding funding.

Rappler Holdings Corporation on May 25, 2015 issued 12,028,718 Philippine Depositary Receipts
(PDRs) covering shares of Rappler, Inc., designated as “NBM PDRs” because they were sold to NMB
Rappler L.P., a foreign juridical entity. NBM Rappler L.P. was founded and co-owned by North Base
Media Ltd., a foreign juridical entity.

Allegedly, NBM Rappler, Ltd. Merely secured the permission of Rappler, Inc. to use the word
“Rappler” in the name of NBM Rappler, L.P. Rappler Inc. is not listed as a partner of NBM Rappler, Ltd.
Rappler Holdings Corporation publicly reported that it entered intoa partnership with North Base Media,
Ltd on May 31, 2015

On October 2, 2015, Rappler Holdings Corporation issued 7,217,257 PDRs covering shares of
Rappler, Inc., designated as “ON PDRs” because they were sold to Omidyar Network Fund LLC, a foreign
juridical entity.

On November 5, 2015, Rappler Holdings Corporation publicly reported that it received an


investment from Omidyar Network LLC.

Rappler Holdings Corporation filed SEC Form 10-1 (Notice of/Application for Confirmation Exempt
Transactions) thrice: June 8, 2015, August 8, 2015, December 1, 2015. These filings represents: 264, 601
PDRs were issued on May 29, 2015 to NBM Rappler, L.P.; 11, 764, 117 PDRs were issued on July 29, 2015
to NBM Rappler, L.P.; 7, 217, 257 PDRs wre issued to Omidyar Network Fund LLC.

The Commision En Banc received a Letter on December 22, 2016 dated December 14, 2016 from the
Office of the Solicitor General (OSG) requesting an investigation into Rappler, Inc. and Rappler Holdings
Corporation “for any possible contravention of the strict requirements of the 1987 Constitution,” with
regarded to the issuances of Philippine Depositary Receipts (PDRs) to NBM Rappler, L.P. and Omidyar
Network Fund LLC in 2015.
Moreover, on February 28, 2017, Rappler Holdings Corporation and Rappler, Inc. appeared in
response to a Notice of Conference called by the Commission’s Company Registration and Monitoring
Department (CRMD) Rappler then furnished a copy of the ON PDRs.

The ON PDRs contain wherein the “company” is required to seek approval of the ON PDR Holders on
corporate matters. 12.2 states that The Issuer undertakes to cause the Company from the date hereof
and while the ON PDRs are outstanding while 12.2.2 contains that not to , without prior good faith
discussion with ON PDR Holders and without the approval of PDR Holders holding at least two thirds
(2/3s) of all issued and outstanding PDRs, alter, modify or otherwise change the Company Articles of
Incorporation or By-Laws or take any other action where such alteration, modification, change or action
will prejudice the rights in the relation to the ON PDRs.

A formal investigation done on July 8, 2017, the Special Panel was created by the En Banc through
SEC Resolution 437, Series of 2017, to conduct a formal investigation. The Special issued to Show Cause
order, directing the respondents to file a sworn statements/explanation within fifteen days. August 29,
2017, the RAPPLER filed their Verified Explanation. The Special Panel issued an Order for the Production
of Documents. RAPPLER received the Order for the Production of Documents on the following day,
September 28, 2017 and filed their Verified Compliance on October 12, 2017.

SEC En Banc copied the decision of Special Panel in toto. Thus, the En Banc finds Rappler, Inc and
Rappler Holdings Corporation, a Mass Media Entity and its alter ego, liable for violating the
constitutional and statutory Foreign Equity Restrictions in Mass Media, enforceable through laws and
rules within the mandate of the Commission. It hereby imposed the following administrative penalties:
(1) The Omidyar PDR is declared void pursuant to Section 71. 2 of the SRC, for being a fraudulent
transaction within the ambit of Section 26. 1 of the SRC; (2) Revocation of the Certificate of
Incorporation on both corporations-Rappler, Inc being the mass media entity that sold control to
foreigners, and Rappler Holdings Corporation being its alter ego, existing for no other purpose than
effect a deceptive scheme to circumvent the Constitution.

Hence, Petition for Review was filed to this Court.


Taguig City for Manila, 26 January 2018.

ANGARA ABELLO CONCEPCION REGALA & CRUZ

Counsel for Petitioners Rappler, Inc. and Rappler Holdings Corporation 2

2nd Floor ACCRALAW Tower

2nd Avenue corner 30th Street

Crescent Park West, Bonifacio Global City

1635 Taguig, Metro Manila Telephone No. (632) 830-8000

Facsimile Nos. (632) 403-7007/403-7009

By:

FRANCISCO ED. LIM


PTR No. A-3695011; 01/05/18; Taguig City

IBP No. 023185; 01/05/18; Cagayan

Roll No. 31000 MCLE Exemption No. V-000494; 06/24/15

Verification and Certification of Non-Forum Shopping page follows..

Copy furnished:

OFFICE OF THE SOLICITOR GENERAL

134 Amorsolo St., Legaspi Village,

1229 Makati City

SPECIAL HEARING PANEL

c/o Office of the General Counsel

of the Securities and Exchange Commission

Ground Floor, Secretariat Building,

PICC Complex, Roxas Boulevard,

Pasay City 1307

SECURITIES AND EXCHANGE COMMISSION EN BANC

c/o Office of the Commission Secretary

3rd Floor, Secretariat Building,

PICC Complex, Roxas Boulevard,


Pasay City 1307

EXPLANATION FOR SERVICE BY REGISTERED MAIL

In compliance with Section 11 of Rule 13 of the Rules of Court, counsel respectfully manifests that the
foregoing PETITION FOR REVIEW is being served by registered mail because of time constraints, as well
as the limited number of office messengers rendering personal service not practicable. Petitioners
Rappler, Inc. and Rappler Holdings Corporation, in view of the urgency of its application for ex parte
temporary restraining order and/or writ of preliminary injunction, had to ensure personal filing of the
Petition.

PAULA P. PLAZA