C00170-2017

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)
Jan 11, 2017
2. SEC Identification Number
A 1997-9587
3. BIR Tax Identification No.
005-338-421-000
4. Exact name of issuer as specified in its charter
Citystate Savings Bank, Inc.
5. Province, country or other jurisdiction of incorporation
Makati City, Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Citystate Centre Building, 709 Shaw Boulevard, Pasig City Postal Code 1600
8. Issuer's telephone number, including area code
(632) 470-3333
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 72,764,998
11. Indicate the item numbers reported herein
Item no. 9 only

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.

Citystate Savings Bank, Inc.CSB

PSE Disclosure Form LR-1 - Comprehensive Corporate Disclosure on Issuance of Shares (Private Placements, Share Swaps, Property-for-Share Swaps
or Conversion of Liabilities/Debt into Equity) Reference: Rule on Additional Listing of Securities

Subject of the Disclosure

Subscription by Amb. ALC Holdings and Management Corporation to 18,000,000 shares of Citystate Savings Bank, Inc. (CSB)
Background/Description of the Disclosure

In compliance with the disclosure requirements of the Exchange and the Commission, please be advised that on December 19, 2016, the Board of Directors approved the subscription by Amb. ALC Holdings and Management Corporation from the unsubscribed portion of the authorized capital stock of the Bank, in the amount of One Hundred Eighty Million Pesos (P180,000,000.00) worth of shares at par value of P10.00 per share.

On January 05, 2017, the parties executed the subscription agreement for 18,000,000 CSB common shares (see attached subscription agreement) to be issued in consideration of the assignment of AAHMC existing deposits for future subscription in the amount of Php 180,000,000.00 in full payment of the total subscription price of Php 180,000,000.00.

The agreement was executed to comply with the documentary requirements of the Securities and Exchange Commission (SEC) in connection with the subscription of AAHMC from the unsubscribed portion of the authorized capital stock of the Bank.

In relation to the issuance to AAHMC and/or its designees of new common shares out of the subscription from the unsubscribed portion of the authorized capital stock of the Bank, the approval of the majority of the minority stockholders on the waiver of the rights/public offer requirement under the Rule on Additional listing of PSE shall be sought on the regular Annual Stockholders Meeting to be held on April or May 2017.
Date of Approval by Board of Directors Dec 19, 2016
Comprehensive Corporate Disclosure
Description of the proposed transaction including the timetable for implementation, and related regulatory requirements

The proposed transaction is a subscription by Amb. ALC Holdings and Management Corporation for eighteen million (18,000,000) shares out of the unsubscribed shares of the authorized capital stock of the Bank, by assignment of Amb. ALC Holdings and Management Corporation existing deposits for future subscription in the amount of the Php 180,000,000.00 in full payment of the total subscription price of Php 180,000,000.00
Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction

In order to raise funds, the Bank will implement a capital build up plan via subscription by Amb. ALC Holdings and Management Corporation of unsubscribed shares of the Bank.
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any agreements for payment on a deferred basis

The parties will execute the subscription agreement for eighteen million (18,000,000) common shares in consideration of the assignment of Amb. ALC Holdings and Management Corporation existing deposits for future subscription in the amount of Php 18,000,000.00 in full payment of the total subscription price of Php 180,000,000.00.
The basis upon which the consideration or the issue value was determined

The issue price of Php 10.00 is equivalent to the par value of CSB shares.
Detailed work program of the application of proceeds, the corresponding timetable of disbursements and status of each project included in the work program. For debt retirement application, state which projects were financed by debt being retired, the project cost, amount of project financed by debt and financing sources for the remaining cost of the project

The proceeds of the cash subscriptions will be used as additional capital to meet the new capital requirement of the Bangko Sentral ng Pilipinas (BSP).
Identity and/or corporate background of the beneficial owners of the shares subscribed, including the following
Beneficial Owners/Subscribers Nature of Business Nature of any material relationship with the Issuer and the parties to the joint venture, their directors/officers or any of their affiliates
AMB. ALC Holdings & Management Corporation Real Estate Amb. ALC Holdings & Management Corporation and Citystate Savings Bank, Inc. have common Stockholders, Directors and Officers.
Organizational/Ownership Structure of Subscribers
Beneficial Owners/Subscribers Controlling Shareholders of Subscribers Number of Shares Held %
Amb. ALC Holdings & Management Corporation Estate of Amb. Antonio L. Cabangon Chua 24,999,500 20
Amb. ALC Holdings & Management Corporation Bienvinida A. Cabangon 12,500,000 10
Amb. ALC Holdings & Management Corporation Jesus Wilfredo A. Cabangon 12,500,000 10
Amb. ALC Holdings & Management Corporation Dominic Edgard A. Cabangon 12,500,000 10
Amb. ALC Holdings & Management Corporation Dominic Edward A. Cabangon 12,500,000 10
Amb. ALC Holdings & Management Corporation Dominic Alfred A. Cabangon 12,500,000 10
Amb. ALC Holdings & Management Corporation Jesus Antonio A. Cabangon, Jr. 12,500,000 10
Amb. ALC Holdings & Management Corporation Dominic Arnold A. Cabangon 12,500,000 10
Amb. ALC Holdings & Management Corporation Dominga Cecilia A. Cabangon 12,500,000 10
Amb. ALC Holdings & Management Corporation Benjamin V. Ramos 500 0
For subscribers with no track record or with no operating history: the Subscriber must present a statement of active business pursuits and objectives which details the step undertaken and proposed to be undertaken by the Issuer in order to advance its business. Projected financial statements shall only be required should there be references made in the Statement to forecasts or targets

N/A
The interest which directors of the parties to the transaction have in the proposed transaction

At the time the subject subscription was approved by the CSBI Board on December 19, 2016, Mssrs. D. Alfred A. Cabangon, J. Wilfredo A. Cabangon, D. Arnold A. Cabangon and Benjamin V. Ramos were all Directors and Officers of both Amb. ALC Holdings & Management Corporation and Citystate Savings Bank, Inc. That all aforementioned Directors and Officers inhibited themselves from participating in the discussion and voting to approve the matter.

Mssrs. D. Alfred A. Cabangon, J. Wilfredo A. Cabangon and D. Arnold A. Cabangon have interests in the transaction in their capacities Directors and officers of both corporations.
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders

Citystate Savings Bank, Inc. Independent Directors, were actively involved during the discussions relating to the transaction and have voted to approve the same.

Details of the additional subscriptions have been disclosed to the PSE.

Since the subject transaction involves issuance of shares to a related party involving more 10% of the outstanding capital stock, CSBI shall submit the proposed subscription for approval of the stockholders and/or the required minority stockholders waiver of the PSE rights/public offering pursuant to Section 5 a) and b) of the Consolidated Listing and disclosure Rules.
Any conditions precedent to closing of the transaction

None.
Change(s) in the composition of the Board of Directors and Management

No changes.

Effects on the following

Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
Amb. ALC Holdings & Management Corporation 0 0 18,000,000 19.83

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
Common 72,764,998 90,764,998
Outstanding Shares
Type of Security /Stock Symbol Before After
Common 72,764,998 90,764,998
Treasury Shares
Type of Security /Stock Symbol Before After
NA - -
Listed Shares
Type of Security /Stock Symbol Before After
Common 72,764,998 90,764,998
Effect(s) on the public float, if any Public float will significantly decrease to 14.51% which is still fall above the required minimum public ownership.
Effect(s) on foreign ownership level, if any Foreign ownership level of the outstanding common stock will decrease from 0.11% to 0.09%.
Other Relevant Information

Disclosure is being amended to include the 2013, 2014 and 2015 Annual Report of Amb. ALC Holdings and Management Corporation.
Filed on behalf by:
Name Irish Janne Escio
Designation Vice President and Chief Compliance Officer