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)

Apr 21, 2017

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	174,300,000
Perpetual Preferred Shares (GTPPA)	4,839,24
Perpetual Preferred Shares (GTPPB)	7,160,760

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
Purchase by GT Capital Holdings, Inc.("GT Capital") of Metropolitan Bank and Trust Company ("MBTC") Secondary Common Shares from Ty-family Owned Companies
Background/Description of the Disclosure
GT Capital purchased a total of 306,000,000 secondary shares of MBTC from various Ty Family Companies ("Sellers") pursuant to a Memorandum of Agreement dated April 17, 2017 and a Deed of Absolute Sale dated April 20, 2017 entered into by GT Capital and the Sellers.

Date of Approval by Board of Directors	Apr 7, 2017

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
The purchase of the MBTC shares will reduce GT Capital’s concentration risk in Toyota Motors Philippines Corporation, increase its parent company net cash flow per annum from MBTC dividends, minimize the MBTC shares held by the Ty Family outside of GT Capital, and align GT Capital’s ownership of MBTC in its banking subsidiary with that of its peer conglomerates.

Details of the acquisition or disposition

Date	TBA

Manner
Acquisition of shares through a Deed of Absolute Sale.
Description of the company to be acquired or sold
MBTC is a universal bank that provides, through itself and other members of the MBTC Group, a full range of banking and other financial products and services including corporate, commercial and consumer banking products and services as well as credit card, investment banking and trust services. MBTC has been listed on the Philippine Stock Exchange since 1981.

The terms and conditions of the transaction

Number of shares to be acquired or disposed	306,000,000
Percentage to the total outstanding shares of the company subject of the transaction	9.62
Price per share	80.7878

Nature and amount of consideration given or received
Purchase price to be paid in Php24,721,066,800.00 cash.
Principle followed in determining the amount of consideration
30-day Volume Weighted Average Price as of April 17, 2017. GT Capital secured a Fairness Opinion from an independent third party financial adviser on the basis it used for the determination of the purchase price- the 30-day Volume Weighted Average Price of GT Capital shares as of April 17, 2017.
Terms of payment
Payment of purchase price on or before April 28, 2017
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
Philippine Securities Corporation	Mrs. Mary Vy Ty is a Board Adviser of GT Capital and the Chairwoman and a director of Philippine Securities Corporation. Mr. Arthur Vy Ty is the Chairman and a director of GT Capital and the President and a director of Philippine Securities Corporation. Mr. George S.K. Ty is the Group Chairman and a director of GT Capital and the Honorary Chairman and a director of Philippine Securities Corporation. Mr. Alfred Vy Ty is a Co-Vice Chairman and a director of GT Capital and the Exec. Vice President
Horizon Royale Holdings, Inc.	Mrs. Mary Vy Ty is a Board Adviser of GT Capital and the Chairperson and director of Horizon Royale Holdings, Inc.; Mr. Arthur Vy Ty is a director of GT Capital and Horizon Royale Holdings, Inc.
Grand Estate Property Corporation	Mrs. Mary Vy Ty is a Board Adviser of GT Capital and the Chairperson and director of Grand Estate Property Corporation; Mr. Alfred Vy Ty is a director of GT Capital and Grand Estate Property Corporation
Global Treasure Holdings Inc.	Messrs. Arthur Vy Ty, George S.K. Ty, and Alfred Vy Ty are directors of GT Capital and Global Treasure Holdings Inc.
Ausan Resources Corporation	Mrs. Mary Vy Ty is a Board Adviser of GT Capital and the Chairperson and director of Ausan Resources Corporation; Ms. Alesandra Ty is the Assistant Treasurer of GT Capital and director and President of Ausan Resources Corporation.
Inter Par Philippines Resources Corporation	Mrs. Mary Vy Ty is a Board Adviser of GT Capital and the Chairperson and director of Inter Par Philippines Resources Corporation; Ms. Anjanette Ty-Dy Buncio is the Treasurer of GT Capital and director and President of Inter Par Philippines Resources Corporation.

Effect(s) on the business, financial condition and operations of the Issuer, if any
Please see Rationale.
Other Relevant Information
In reply to the Exchange's Query dated April 20, 2017: The Transaction is not covered by Rule 19.2 (Mandatory Tender Offers) of the Republic Act No. 8799 or the Securities Regulation Code and the 2015 Implementing Rules and Regulations of the Securities Regulation Code since (1) GT Capital will not acquire 35% of outstanding voting shares of MBTC in one or more transactions within a period of twelve (12) months; (2) the acquisition will not result in a change in control of the board and shareholders of MBTC; and (3) GT Capital’s resulting ownership in MBTC will not exceed 50%.