C08880-2022

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Nov 29, 2022
2. SEC Identification Number
152747
3. BIR Tax Identification No.
000-153-790-000
4. Exact name of issuer as specified in its charter
Ayala Land, Inc.
5. Province, country or other jurisdiction of incorporation
Makati City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
31F Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City, Philippines Postal Code 1226
8. Issuer's telephone number, including area code
+632 7908 3111
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares 14,757,239,931
Voting Preferred Shares 12,442,524,223
11. Indicate the item numbers reported herein
Item 9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Ayala Land, Inc.ALI

PSE Disclosure Form 4-23 - Mergers and Consolidations References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure

The Merger of Ayala Land, Inc. (ALI) with its Subsidiaries - Status of the BIR Tax Free Transfer/Exchange Ruling and Listing of Shares with the Philippine Stock Exchange
Background/Description of the Disclosure

We write in connection with the Securities and Exchange Commission’s December 16, 2021 approval of the merger of Cebu Holdings, Inc. (“CHI”), Asian I-Office Properties, Inc., Arca South Commercial Ventures Corp., and Central Block Developers, Inc. (the “Absorbed Corporations”), with and into Ayala Land, Inc. (“ALI”), with ALI as the surviving entity (the “Merger”).

On September 14, 2022, the Securities and Exchange Commission (SEC) confirmed that the issuance by ALI of 609,626,351 shares (the “Merger Shares”) to the pre-merger shareholders of the Absorbed Corporations is exempt from the registration requirements pursuant to Section 10.2 of the Securities Regulation Code. On October 7, 2022, ALI commenced the processing of the Certificate Authorizing Registration (“CAR”) with the Bureau of Internal Revenue (“BIR”) for the transfer of the properties from the Absorbed Corporations to ALI. As of today, the CAR application is still under review and pending approval. We are closely monitoring the said application.

The stockholders will be able to trade the Merger Shares upon approval of its listing by the Philippine Stock Exchange.
Date of Approval by Board of Directors Feb 23, 2021
Date of Approval by Stockholders Apr 21, 2021
Other Relevant Regulatory Agency, if applicable Bureau of Internal Revenue
Date of Approval by Relevant Regulatory Agency N/A
Date of Approval by Securities and Exchange Commission Dec 16, 2021
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The Merger is an internal restructuring as well as a consolidation of ALI’s Cebu portfolio under one listed entity. The Merger is expected to result in operational synergies, efficient funds management and simplified reporting to government agencies.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

The SEC has approved and made effective on December 16, 2021 the merger of CHI, AiO, ASCVC and CBDI with and into ALI, with ALI as the surviving entity (the “Merger”). ALI shall be the surviving entity in the Merger and shall possess all the rights, privileges and immunities of CHI, AiO, ASCVC and CDBI (the “Absorbed Corporations”), and all properties and liabilities, and all and every other interest of or belonging to the Absorbed Corporations shall be taken and deemed transferred to ALI without further act or deed.

ALI shall secure approval from the Philippine Stock Exchange’s (PSE), for the additional listing of shares to cover the shares to be issued pursuant to the Merger.

Though not a condition precedent to the effectivity of the Merger, ALI shall secure from the Bureau of Internal Revenue (BIR), the Certificates Authorizing Registration (CAR) for the registration in its name, of the real properties and shares of stock of the absorbed corporations, as applicable.

ALI endeavors to complete the process of securing the PSE approval for the additional listing of shares and secure from the BIR the CARs within the 1st quarter of 2023.

The Philippine Competition Commission, in its letter dated March 17, 2021, confirmed that the merger appears to be qualified as internal restructuring and therefore, exempt from compulsory notification.
Identities of the parties to the transaction
Name Nature of Business Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Ayala Land, Inc. (ALI) Real Estate N/A
Cebu Holdings, Inc. (CHI) Real Estate 71.13% owned Subsidiary of ALI
Asian I-Office Properties, Inc. Real Estate Wholly-owned Subsidiary of CHI
Arca South Commercial Ventures Corp. Real Estate Wholly-owned Subsidiary of ALI
Central Block Developers Inc. Real Estate 55%-owned by CHI and 45%-owned by ALI
Terms and conditions of the transaction
Plan of merger

ALI common shares will be issued to the stockholders of the Absorbed Corporations, as follows:

CHI - 0.19 ALI common share for every 1 CHI issued and outstanding share with a resulting 409,783,760 ALI common shares to be issued. Out of the 409,783,760 new ALI Common Shares, 291,463,784 shares will be issued by ALI to itself, and treated as Treasury Shares and 118,319,976 shares to the other stockholders of CHI.

AiO - 3.29 ALI common share for every 1 AiO issued and outstanding share with a resulting 22,244,841 ALI common shares which will be issued to itself and shall be treated as Treasury Shares.

ASCVC - 0.0255 ALI common share for every 1 ASCVC issued and outstanding share with a resulting 58,917,750 ALI common shares will be issued to itself and shall be treated as Treasury Shares.

CBDI – 24.17 ALI common share for every 1 CBDI issued and outstanding share with a resulting 118,680,000 ALI common shares which will be issued to itself and shall be treated as Treasury Shares.
Ratio of exchange of shares

ALI common shares will be issued to the stockholders of the Absorbed Corporations, as follows:

CHI - 0.19 ALI common share for every 1 CHI issued and outstanding share with a resulting 409,783,760 ALI common shares to be issued. Out of the 409,783,760 new ALI Common Shares, 291,463,784 shares will be issued by ALI to itself, and treated as Treasury Shares and 118,319,976 shares to the other stockholders of CHI.

AiO - 3.29 ALI common share for every 1 AiO issued and outstanding share with a resulting 22,244,841 ALI common shares which will be issued to itself and shall be treated as Treasury Shares.

ASCVC - 0.0255 ALI common share for every 1 ASCVC issued and outstanding share with a resulting 58,917,750 ALI common shares will be issued to itself and shall be treated as Treasury Shares.

CBDI – 24.17 ALI common share for every 1 CBDI issued and outstanding share with a resulting 118,680,000 ALI common shares which will be issued to itself and shall be treated as Treasury Shares.
Basis upon which the exchange ratio was determined

Net Asset Values of ALI, CHI, AiO, ASCVC and CBDI.
Number of shares subject of the merger

2,156,756,631 issued and outstanding Common shares of CHI

2,310,500,000 issued and outstanding Common Shares of ASCVC

6,761,350 issued and outstanding Common Shares of AiO

4,909,310 issued and outstanding Common Shares and Preferred Shares of CBDI
Timetable

On December 16, 2021, the SEC approved the merger of CHI, AiO, CBDI and ASCVC, with and into ALI, with ALI as the surviving entity.
Conditions precedent to closing of the transaction, if any

The Merger shall be effective upon SEC’s approval of the Merger.
Procedures for exchange

As soon as reasonably practicable after the effective date of the Merger, ALI’s Corporate Secretary shall send to each former stockholder of the Absorbed Corporations instructions relating to the surrender of their shares of stock/stock certificates for cancellation, as applicable.

The procedure for exchange will be submitted in due course.
Description of the company subject of the transaction
Nature and business

Please see attached Annex A
Discussion of major projects and investments

Please see attached Annex A
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
Please see attached Annex A --

Capital structure

Authorized capital stock
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annex A - -
Subscribed Shares
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annex A - -
Paid-Up Capital
Amount Please see attached Annex A
Number of Shares -
Issued Shares
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annex A - -
Outstanding Shares
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annex A - -
Par Value
Type of Security /Stock Symbol Amount
Please see attached Annex A -
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Please see attached Annex A - -
Board of Directors
Name (Regular or Independent)
Please see attached Annex A -
Principal Officers
Name Position/Designation
Please see attached Annex A -
Effect(s)/impact on the business, financial condition and operations of the Issuer

ALI, as the Surviving Corporation, shall continue to possess all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a corporation under the Revised Corporation Code. ALI shall thereupon and thereafter possess all the rights, privileges and immunities of the Absorbed Corporations, and all property, real or personal, and all receivables due on whatever account, including subscriptions to shares and other choses in action, and all and every other interest of, or belonging to, or due to the Absorbed Corporations shall be taken and deemed to be transferred to and vested in ALI without further act or deed. Moreover, ALI shall be responsible and liable for all the liabilities and obligations of the Absorbed Corporations, in the same manner as if ALI had itself incurred such liabilities and obligations, and any pending claim, action or proceeding brought by or against any of the Absorbed Corporations may be prosecuted by or against ALI, as the case may be. Neither the lawful rights of creditors nor any valid lien upon the property of the Constituent Corporations shall be impaired by the Merger.

In addition, the Merger is expected to result in operational synergies, efficient funds management and simplified reporting to government agencies.
Other Relevant Information

This disclosure is being amended further to report the approval of the Securities and Exchange Commission of the Certificate of Filing of the Articles and Plan of Merger on December 16, 2021.

The attached document is the SEC Certificate of Filing of the Articles and Plan of Merger, with the attached Articles and Plan of Merger.

This disclosure is being amended on November 29, 2022 to report the status of the Company's application for Tax-Free Transfer/Exchange Ruling on the merger with the Bureau of Internal Revenue and the listing application with the Philippine Stock Exchange.
Filed on behalf by:
Name Michelle Valbuena
Designation Senior Compliance Manager