C01618-2017

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)
Mar 21, 2017
2. SEC Identification Number
34218
3. BIR Tax Identification No.
000-153-610-000
4. Exact name of issuer as specified in its charter
AYALA CORPORATION
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
32F to 35F , Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(02)908-3000
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 620,726,154
Preferred B Series 1 Shares 20,000,000
Preferred B Series 2 Shares 27,000,000
Voting Preferred Shares 200,000,000
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.

Ayala CorporationAC

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

AC Energy acquires renewable energy development platform

Background/Description of the Disclosure

AC Energy Holdings, Inc. (“AC Energy"), a wholly-owned subsidiary of Ayala Corporation, signed definitive documents to acquire 100% ownership of Bronzeoak Clean Energy ("BCE") and San Carlos Clean Energy ("SCCE").

The acquisition provides AC Energy with a renewable energy development, management, and operations platform that has a track record of successful project development. The platform currently provides operations and management support services to a number of renewable energy generation companies that include San Carlos Solar Energy Inc., Negros Island Solar Energy Inc., Monte Solar Energy, Inc., San Carlos BioPower Inc., South Negros BioPower Inc., and North Negros BioPower Inc.

With the acquisition, BCE has been renamed as Visayas Renewables Corp.

Date of Approval by
Board of Directors
Nov 10, 2016
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

To strengthen AC Energy's development capabilities; to grow AC energy's portfolio of conventional and renewable energy to 2,000 MW by 2020

Details of the acquisition or disposition
Date Mar 17, 2017
Manner

Acquisition of shares

Description of the company to be acquired or sold

Bronzeoak Clean Energy is primarily engaged to develop and engage in the production and sale of electricity, biofuels, and related utilities; to engage in experts and initiate and direct their research, and gather data on energy and utilities

The terms and conditions of the transaction
Number of shares to be acquired or disposed 108,013
Percentage to the total outstanding shares of the company subject of the transaction 100
Price per share Total amount <10% of AC Energy's Equity
Nature and amount of consideration given or received

Cash payment; the amount is not material as it is less than 10% of AC Energy’s total shareholders' equity

Principle followed in determining the amount of consideration

Net present value (NPV) of future cash flows

Terms of payment

Full payment in cash, subject to retention to be released upon delivery of certificate authorizing registration (CAR) in favor of AC Energy

Conditions precedent to closing of the transaction, if any

Delivery of CAR in favor of AC Energy

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
Jose Maria Eduardo P. Zabaleta None
Regina Jacinto-Barrientos None
Juan Xavier P. Zabaleta None
Anna Briggs None
Effect(s) on the business, financial condition and operations of the Issuer, if any

None

Other Relevant Information

None

Filed on behalf by:
Name Paolo Borromeo
Designation Head, Corporate Strategy and Development Group