C01798-2017

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 29, 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 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

AYC Holdings transfers ownership in Integrated Micro-Electronics to AC Industrials

Background/Description of the Disclosure

Please be informed that AYC Holdings, Ltd. (“AYCH”), a wholly owned subsidiary of Ayala Corporation (“Ayala”) held through AC International Finance Ltd. (“ACIFL”), will transfer its 50.6% ownership in Integrated Micro-Electronics, Inc. (“IMI”) to AC Industrial Technology Holdings, Inc. (“AC Industrials”), also a wholly owned subsidiary of Ayala, through a special block sale of IMI shares, subject to the approval of the Philippine Stock Exchange. This transaction was granted exemptive relief from the application of the mandatory tender offer rules by the Securities and Exchange Commission on March 21, 2017 on the ground that the change in the form of Ayala’s ownership of the IMI shares is by no means a takeover by a third party and will not affect the management and control of IMI.

IMI is the 21st largest electronics manufacturing service provider and the 6th largest automotive electronic manufacturing services provider in the world based on revenues, with technological and management expertise in automotive, telecom, and industrial electronics, among others.

AC Industrials currently holds Ayala’s interests in automotive distributorship which include a 13 percent stake in Honda Cars Philippines, Inc. (“HCPI”), a 15 percent stake in Isuzu Philippines Corp. (“IPC”), a 100% stake in Honda Cars Makati, Inc. (“HCMI”), a 100% stake in Isuzu Automotive Dealers, Inc. (“IADI”), a 100% stake in Automobile Central Enterprise Inc. (“ACEI”) and a 100% stake in Adventure Cycle Philippines Inc. (“ACPI”). HCMI and IADI respectively own and operate 11 full-service Honda car dealerships and 8 full-service Isuzu dealerships nationwide. ACEI is the official Philippine importer and distributor of Volkswagen vehicles. AC Industrials also manufactures KTM motorcycles and, through ACPI, is the official distributor of KTM motorcycles in the Philippines.

This transaction consolidates Ayala’s existing assets in manufacturing and vehicle distribution and dealership under AC Industrials, creating a platform to execute on Ayala’s vision to assemble a portfolio of businesses that own, develop, enable, manufacture, and commercialize automotive and other industrial technologies across various platforms to capture opportunities in the domestic and global markets.

The transaction will have no impact to Ayala’s consolidated financial statements as this is just a transfer within the Group from one wholly owned subsidiary to another.

Other Relevant Information

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