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)

Sep 27, 2016

2. SEC Identification Number

1746

3. BIR Tax Identification No.

000-126-853-000

4. Exact name of issuer as specified in its charter

STI Education Systems Holdings, Inc.

5. Province, country or other jurisdiction of incorporation

Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

7th Floor, STI Holdings Center, 6764 Ayala Avenue, Makati City Postal Code 1226

8. Issuer's telephone number, including area code

(632) 844-9553

9. Former name or former address, if changed since last report

-

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	9,904,806,924

11. Indicate the item numbers reported herein

Item 2

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.

STI Education Systems Holdings, Inc.STI

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
Purchase by STI Education Systems Holdings, Inc. (“STI ESH”) of shares of stock in Information and Communications Technology Academy, Inc. (“iACADEMY”)
Background/Description of the Disclosure
On 27 September 2016, STI ESH purchased One Hundred Million (100,000,000) iACADEMY shares (the “Sale Shares”) or 100% of iACADEMY’s issued and outstanding stock from STI Education Services Group, Inc. (“STI ESG”) in accordance with the terms and conditions of the Deed of Absolute Sale.

Date of Approval by Board of Directors	Jul 12, 2016

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
STI ESH is the holding company within the Tanco Group (‘the Group”) that drives investment in the Group’s education business. STI ESH shall focus on expanding the operations of iACADEMY to target specialized information technology fields in multimedia arts and animation as well as the offer of transnational education.

Details of the acquisition or disposition

Date	Sep 27, 2016

Manner
Purchase of shares
Description of the company to be acquired or sold
iACADEMY is an educational institution that offers college and Senior High School courses.

The terms and conditions of the transaction

Number of shares to be acquired or disposed	100,000,000
Percentage to the total outstanding shares of the company subject of the transaction	100
Price per share	Php1.13

Nature and amount of consideration given or received
The aggregate purchase price for the Sale Shares is One Hundred Thirteen Million Five Hundred Thousand Pesos (Php113,500,000.00) (the “Purchase Price”). STI ESH paid the full amount of the Purchase Price on 27 September 2016.
Principle followed in determining the amount of consideration
The parties agreed on the Purchase Price of One Hundred Thirteen Million Five Hundred Thousand Pesos (Php113,500,000.00) based on the interim audited Financial Statements of iACADEMY as of 31 August 2016.
Terms of payment
Full payment of the Purchase Price upon execution of the Deed of Absolute Sale on 27 September 2016.
Conditions precedent to closing of the transaction, if any
None
Any other salient terms
None

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
STI Education Services Group, Inc. (transfer of shares)	Subsidiary

Effect(s) on the business, financial condition and operations of the Issuer, if any
STI ESH shall expand the operations of iACADEMY to target specialized information technology fields in multimedia arts and animation as well as the offer of transnational education.
Other Relevant Information
None