C02481-2017

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)
Apr 27, 2017
2. SEC Identification Number
39652
3. BIR Tax Identification No.
004-844-938
4. Exact name of issuer as specified in its charter
Medco Holdings, Inc.
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
31st Floor, Rufino Pacific Tower, 6784 Ayala Avenue, Makati City, Metro Manila, Philippines Postal Code 1229
8. Issuer's telephone number, including area code
(632) 811-0465 to 66
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 700,000,000
11. Indicate the item numbers reported herein
Item 9. Other Events

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.

MEDCO Holdings, Inc.MED

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

Sale by Medco Holdings, Inc. ("MED") of 17,378,495 common shares of Medco Asia Investment Corporation ("MAIC")

Background/Description of the Disclosure

The Board of Directors of MED approved on April 27, 2017 the sale by MED of 17,378,495 common shares of MAIC for a total selling price of Php700,000.

Date of Approval by
Board of Directors
Apr 27, 2017
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

To allow MED to recover a portion of its investment in MAIC.

Details of the acquisition or disposition
Date Apr 27, 2017
Manner

The sale was done through a Deed of Absolute Sale of Shares dated April 27, 2017 between MED and Cynthia F. Espiritu.

Description of the company to be acquired or sold

In June 1996, MED acquired an equity interest in MAIC (then named Lippo Asia Investment Corp.), a Philippine investment house. As of 31 December 2016, MAIC has an authorized capital stock of Php400 million and a paid-up capital of Php269.25 million with a capital deficiency of Php101,723,447.

On 10August 2010, MAIC filed with the Securities and Exchange Commission ("SEC") a request for the voluntary cancellation of its license to engage in investment banking activities such as securities trading, debt and equity underwriting, private placements, structured finance and corporate financial advisory services. MAIC has by then been somewhat inactive in the securities underwriting business and such inactivity was expected to continue indefinitely.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 17,378,495
Percentage to the total outstanding shares of the company subject of the transaction 64.54
Price per share Php0.04028
Nature and amount of consideration given or received

The consideration shall be paid in cash.

Principle followed in determining the amount of consideration

Considering that the book value per share of MAIC is negative at (Php3.778) on account of MAIC's capital deficiency of Php101.7 million as of 31 December 2016, the parties agreed on the price through commercial negotiation.

Terms of payment

The consideration shall be paid in cash on April 27, 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
Cynthia F. Espiritu 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 Mary Ann Miel
Designation Chief Accountant