C03050-2016

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)
May 27, 2016
2. SEC Identification Number
CS200711792
3. BIR Tax Identification No.
006-806-867-000
4. Exact name of issuer as specified in its charter
GT Capital Holdings, Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
43rd Floor GT Tower International, 6813 Ayala Avenue corner H.V. Dela Costa Street, Makati City Postal Code 1227
8. Issuer's telephone number, including area code
(632) 836-4500
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 174,300,000
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.

GT Capital Holdings, Inc.GTCAP

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

GT Capital Group disposes of shares in Global Business Power Corporation ("GBPC")

Background/Description of the Disclosure

GT Capital Group disposes of 56% equity stake in GBPC in favor of Beacon PowerGen Holdings, Inc. (“Beacon”) for P22 B

Date of Approval by
Board of Directors
May 24, 2016
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

Please see the attached press release.

Details of the acquisition or disposition
Date May 27, 2016
Manner

Execution of Sale and Purchase Agreement

Description of the company to be acquired or sold

GBPC is a holding company that, through its subsidiaries, is a leading power producer in the Visayas Region and Mindoro Island, with a combined gross dependable capacity of 625MW comprising 617.5 MW of power supplied to the Visayas grid and 7.5 MW of power supplied to Mindoro Island.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 1,077,451,739
Percentage to the total outstanding shares of the company subject of the transaction 56
Price per share P20.47
Nature and amount of consideration given or received

P22,058,400,000.00 cash

Principle followed in determining the amount of consideration

The purchase price was based on an agreed valuation of GBPC as confirmed by an independent third party valuator.

Terms of payment

Payment of 50% on the date of the SPA (May 27, 2016). Remaining 50% to be paid no later than ninety (90) days from the date of the SPA.

Conditions precedent to closing of the transaction, if any

None.

Any other salient terms

-

Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Beacon PowerGen Holdings, Inc. GT Capital, in a separate disclosure announced its acquisition of a 15.6% equity stake in Metro Pacific Investment Corporation (“MPIC”). Beacon PowerGen Holdings, Inc. is a wholly owned subsidiary of Beacon Electric Asset Holdings, Inc., an associate of MPIC.
Effect(s) on the business, financial condition and operations of the Issuer, if any

Please see the attached press release.

Other Relevant Information

None.

Filed on behalf by:
Name Renee Lynn Miciano-Atienza
Designation Head