C03193-2017

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)
May 19, 2017
2. SEC Identification Number
A200117708
3. BIR Tax Identification No.
219-934-330
4. Exact name of issuer as specified in its charter
XURPAS INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
7F Cambridge Centre Building 108 Tordesillas St., Salcedo Village, Makati City Postal Code 1227
8. Issuer's telephone number, including area code
(632) 889-6467
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 1,856,952,746
11. Indicate the item numbers reported herein
Item 2

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.

Xurpas Inc.X

PSE Disclosure Form 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure

Acquisition of 100% stake in Art of Click Pte. Ltd. ("AOC")
Background/Description of the Disclosure

On October 6, 2016, Xurpas Inc. ("Xurpas") signed a Share Purchase Agreement with Emmanuel Michel Jean Allix and Wavemaker Labs Pte. Ltd. (the "Sellers") for the acquisition of 100% stake in AOC, a company registered under the laws of Singapore and engaged in the business of mobile media agency that offers a marketing platform for advertisers.
Date of Approval by Board of Directors Oct 6, 2016
Date of Approval by Stockholders N/A
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

Xurpas considers AOC's business an opportunity to grow its mobile consumer services by increasing its content offering.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

Xurpas and the Sellers executed a Share Purchase Agreement for the acquisition of the AOC shares. Since the consideration for the acquisition partly involves Xurpas shares, the parties also executed a Subscription Agreement for issuance of Xurpas shares in favor of the Sellers. Xurpas shall apply for the listing of the Xurpas shares with the Philippine Stock Exchange.
Identities of the parties to the transaction
Name Nature of Business Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Art of Click Pte. Ltd. Mobile Advertising None
Emmanuel Michel Jean Allix None None
Wavemaker Labs Pte. Ltd. Private Equity None
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)

The aggregate consideration is approximately US$45 million. The consideration consists of both cash and Xurpas shares. Xurpas shares issued to Emmanuel Michel Jean Allix shall be computed based on the market value based on the stock price of the issued shares, when converted in US Dollar using the exchange rate applicable on the Listing Date as published in the reference rate bulletin of the Bangko Sentral ng Pilipinas. While Xurpas shares issued to Wavemaker Labs Pte. Ltd. shall be computed on a 30-day weighted average as discussed below. The 30-day weighted average shall be based on the average market value of Xurpas shares 15 days before and 15 days after Closing Date, October 6, 2016.
Basis upon which the amount of consideration or value of the transaction was determined

Fair Market Value
The number of shares to be acquired 12,761
Ratio/percentage to total outstanding capital stock 100
Terms of payment

The consideration shall be paid in four tranches.

1st tranche: On October 6, 2016, upon signing of the Share Purchase Agreement, Xurpas shall pay:
a. Emmanuel Michel Jean Allix - US$2,797,106 in cash and US$14,823,436 worth of Xurpas Shares;
b. Wavemaker Labs Pte. Ltd - US$4,628,303 worth of Xurpas Shares; and
c. Art of Click - US$2,202,894 in cash.

On May 19, 2017, Xurpas entered into an agreement with Emmanuel Michel Jean Allix committing to adjust the deadline for the listing with the PSE of US$14,823,436 worth of Xurpas shares issued by the latter as part of the first tranche share payment on November 11, 2016. The adjusted deadline to list with the PSE is on or before May 31, 2017.

In the event of failure to list the US$14,823,436 worth of Xurpas shares on or before May 31, 2017, Xurpas shall pay Emmanuel Michel Jean Allix an aggregate of US$14,823,436 in cash. See "Other Relevant Information" for more details.

2nd tranche: One year after signing of the Share Purchase Agreement, Xurpas shall pay:
a. Emmanuel Michel Jean Allix - US$1,696,467 worth of Xurpas Shares; and
b. Wavemaker Labs Pte. Ltd - US$384,130 worth of Xurpas Shares.

3rd tranche: Two years after signing of the Share Purchase Agreement, Xurpas shall pay:
a. Emmanuel Michel Jean Allix - US$1,130,978 worth of Xurpas Shares; and
b. Wavemaker Labs Pte. Ltd - US$256,087 worth of Xurpas Shares.

4th tranche: Three years after signing of the Share Purchase Agreement, Xurpas shall pay:
a. Emmanuel Michel Jean Allix - US$1,696,467 worth of Xurpas Shares; and
b. Wavemaker Labs Pte. Ltd - US$384,130 worth of Xurpas Shares.

Conditional Deferred Payment, which are to be paid in Xurpas Shares and dependent on the financial performance of AOC, to be distributed in the next three years:

1st tranche:
a. Emmanuel Allix - USD3,794,952
b. Wavemaker - USD859,290
c. Jens Bohnwagner - USD 345,758

2nd tranche:
a. Emmanuel Allix - USD3,794,952
b. Wavemaker - USD859,290
c. Jens Bohnwagner - USD 345,758

3rd tranche:
a. Emmanuel Allix - USD3,794,952
b. Wavemaker - USD859,290
c. Jens Bohnwagner - USD 345,758
Conditions precedent to closing of the transaction, if any

Xurpas shall be responsible in processing the listing of Xurpas Shares issued in favor of Emmanuel Michel Jean Allix, Jens Bohnwagner and Wavemaker Labs Pte. Ltd.
Description of the company subject of the transaction
Nature and business

AOC was incorporated under the laws of Singapore in June 2011 and is engaged in the business of mobile advertising through its proprietary platform that allows the optimal matching of advertisers and mobile publishers.
Discussion of major projects and investments

AOC has developed a platform that allows mobile advertisers determine the effectiveness of their advertisements. AOC has approximately 100 clients across 13 countries.
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
Not applicable 0

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
Common S$19,000 10,105
Preferred S$664,000 2,656
Subscribed Shares
Type of Security Amount Number of Shares
Common S$19,000 10,105
Preferred S$664,000 2,656
Paid-Up Capital
Amount S$683,000
Number of Shares 12,761
Issued Shares
Type of Security Amount Number of Shares
Common S$19,000 10,105
Preferred S$664,000 2,656
Outstanding Shares
Type of Security Amount Number of Shares
Common S$19,000 10,105
Preferred S$664,000 2,656
Par Value
Type of Security Amount
N/A N/A
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Emmanuel Michel Jean Allix 10,405 81.54
Wavemaker Labs Pte. Ltd 2,356 18.46
Board of Directors
Name (Regular or Independent)
Emmanuel Michel Jean Allix Regular
Principal Officers
Name Position/Designation
Emmanuel Michel Jean Allix Chief Executive Officer
Twang Kern Zern Secretary
Jens Bohnwagner Chief Technology Officer
Effect(s)/impact on the business, financial condition and operations of the Issuer

Xurpas expects that this acquisition will boost its revenues and profits and further accelerate the development and expansion of Xurpas' existing consumer business.
Other Relevant Information

The Terms of Payment has been revised to reflect the amendment to the Share Purchase Agreement signed on May 19, 2017 which is discussed in detail below:

In the event of failure to list with the PSE the Xurpas Shares issued in favor of Emmanuel Michel Jean Allix as part of the first tranche share payment on or before May 31, 2017, Xurpas shall pay Emmanuel Michel Jean Allix the maximum cash guarantee in the amount of US$14,823,436 cash on the following payment dates:

a. June 7, 2017 - US$4,941,145.33
b. October 16, 2017 - US$4,941,145.33
c. December 7, 2017 - US$4,941,145.33


In the event that Xurpas is able to procure the listing of shares issued in favor of Emmanuel Michel Jean Allix as part of the 1st tranche share payment but the market value based on the stock price of the issued shares, when converted in US Dollar using the exchange rate applicable on the Listing Date as published in the reference rate bulletin of the Bangko Sentral ng Pilipinas is lower than US$14,823,436, Xurpas shall pay the difference in US Dollar cash on the following payment dates:

a. June 7, 2017 - US$4,941,145.33
b. October 17, 2017 - US$4,941,145.33
c. December 7, 2017 - US$4,941,145.33

In the event the value of the Xurpas shares applied for listing based on the 30-day weighted average is lower than the value of the Xurpas Shares on Listing Date, Xurpas shall pay Wavemaker Labs Pte. Ltd Xurpas shares, which will be subject to additional listing. This shall apply to the first and second tranche share payments and deferred purchase consideration payments.

The amendments to this disclosure (particularly on the Terms and Conditions of the Transactions, Terms of Payment, and Other Relevant Information portions of herein disclosure) were made to reflect that Xurpas and Emmanuel Michel Jean Allix entered into an agreement dated May 19, 2017 adjusting the deadline for the listing with the PSE of US$14,823,436 worth of Xurpas shares issued by the latter as part of the first tranche share payment on November 11, 2016. The adjusted deadline to list with the PSE is on or before May 31, 2017.
Filed on behalf by:
Name Mark Gorriceta
Designation Assistant Chief Information Officer