C03154-2017

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)
5/17/2017
2. SEC Identification Number
14812
3. BIR Tax Identification No.
047000110888V
4. Exact name of issuer as specified in its charter
CHEMICAL INDUSTRIES OF THE PHILIPPINES, INC.
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
CHEMPHIL BUILDING, 851 ARNAIZ AVENUE, MAKATI CITY Postal Code 1229
8. Issuer's telephone number, including area code
8185206
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 10,296,688
11. Indicate the item numbers reported herein
SALE OF COMPANY'S 65.92% STAKE IN LMG CHEMICALS CORPORATION

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.

Chemical Industries of the Philippines, Inc.CIP

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 OF ITS 65.92% STAKE IN LMG CHEMICALS CORP.

Background/Description of the Disclosure

ON 16 MAY 2017, THE COMPANY ENTERED INTO A SHARE PURCHASE AGREEMENT WITH NEWMANHOLDINGS, INC. FOR THE SALE OF ITS 127,583,458 COMMON SHARES IN LMG CHEMICALS CORP. (“LMG”) REPRESENTING 65.92% OF THE TOTAL ISSUED AND OUTSTANDING CAPITAL STOCK OF LMG. THE CLOSING AND COMPLETION OF THE SALE IS SUBJECT TO THE FULFILMENT OF CERTAIN CONDITIONS INCLUDING THE CONDUCT OF A TENDER OFFER IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES REGULATION CODE.

Date of Approval by
Board of Directors
N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The company would like to convert its equity to cash. It is expected that after the sale, it will generate income for the seller of LMG shares.

Details of the acquisition or disposition
Date TBA
Manner

DISPOSITION OF SHARES OF ANOTHER CORPORATION

Description of the company to be acquired or sold

SHARES OF STOCKS IN LMG CHEMICALS CORP.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 127,583,458
Percentage to the total outstanding shares of the company subject of the transaction 65.92
Price per share Approximately P2.97 per share
Nature and amount of consideration given or received

The purchase price will be paid in cash and remitted by the buyer

Principle followed in determining the amount of consideration

It is based on the current market price of a listed company plus a premium or a total of P574,990,512.74.
Also, the proposed transaction is a block sale.

Terms of payment

The buyer will pay in full at closing date which shall be crossed at the Exchange.

Conditions precedent to closing of the transaction, if any

Some of the conditions are timely lodge of the subject shares with Philippine Depository and Trust Corporation, completion of Mandatory Tender Offer report with the Securities & Exchange Commission and PSE, submission of original corporate secretary's certificate of the seller containing the resolutions or approval of its Board of Directors, closing date is on June 30, 2017 or at such later date which the parties may agree upon, sworn certification from the company's stock & transfer agent with respect to the stockholders' records and such other documents as may be reasonably required by the buyer.

Any other salient terms

The address of the buyer is at Unit 3103A East Tower, Philippine Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig City

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
NEWMANHOLDINGS, INC. NONE
Effect(s) on the business, financial condition and operations of the Issuer, if any

The intended sale will generate income.

Other Relevant Information

The following are the amendments made to the disclosure: price per share, nsture and amount of consuideration given or received, principle followed in determining the amount of consideration, and terms of payment, conditions precedent to closing of the transaction.

Filed on behalf by:
Name Randolph Aguirre
Designation Group Controller