C04053-2017

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)
Jun 28, 2017
2. SEC Identification Number
9170
3. BIR Tax Identification No.
040-000-400-016
4. Exact name of issuer as specified in its charter
UNIVERSAL ROBINA CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
8th Floor, Tera Tower, Bridgetowne, E. Rodriguez, Jr. Avenue (C5 Road), Ugong Norte, Quezon City, Metro Manila Postal Code 1110
8. Issuer's telephone number, including area code
(632) 6337631 to 40
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 2,204,161,868
11. Indicate the item numbers reported herein
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.

Universal Robina CorporationURC

PSE Disclosure Form 4-23 - Mergers and Consolidations 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

Merger of CFC Clubhouse Property, Inc. with and into Universal Robina Corporation

Background/Description of the Disclosure

In the annual meeting of the stockholders of Universal Robina Corporation ("URC") held on June 28, 2017, stockholders representing at least two-thirds (2/3) of the outstanding capital stock of URC approved the revision of the plan of merger of CFC Clubhouse Property, Inc. ("CCPI") with and into URC under the terms and conditions of which URC shall be the surviving entity.

Date of Approval by Board of Directors Apr 25, 2017
Date of Approval by Stockholders Jun 28, 2017
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency N/A
Date of Approval by Securities and Exchange Commission TBA
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

CCPI is a wholly-owned subsidiary of URC and is one of the major suppliers of flexible packaging materials for URC's snacks and beverages division. The proposed merger is expected to benefit URC in the reduction of expenses through the economies of scale, centralized administration and greater efficiency.

Description of the transaction including the timetable for implementation and related regulatory requirements, if any

1. Re-filing of the revised Plan of Merger and Articles of Merger based on the recommendation by the Securities and Exchange Commission on the modification of the terms of the merger and the mode of carrying the same into effect.

2. URC will provide further updates on the merger once approved by the SEC.

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
Universal Robina Corporation Food manufacturing N/A
CFC Clubhouse Property, Inc. Manufacturing CCPI is a wholly-owned subsidiary of URC.
Terms and conditions of the transaction
Plan of merger

TBA

Ratio of exchange of shares

1:5.0425 URC to CCPI shares

Basis upon which the exchange ratio was determined

Book Value of Net Assets of CCPI as per September 30, 2016 audited financial statements vis-a-vis price per share of URC stocks at the close of September 30, 2016 trading day as per record of the Philippine Stock Exchange.

Number of shares subject of the merger

500,000 common shares with a par value of P1.00 per share of the shares of CCPI in exchange for 2,521,257 common shares of URC.

Timetable

The merger shall take effect upon issuance of the SEC Certificate approving the merger.

Conditions precedent to closing of the transaction, if any

Submission of stockholders' approval for CCPI and URC.

Procedures for exchange

TBA

Description of the company subject of the transaction
Nature and business

CCPI is engaged in the production of flexible packaging materials which started operation in April 2007.

Discussion of major projects and investments

CCPI is expanding its capacity to accommodate URC's increase in demand for dry laminated and extruded wrappers.

List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
CCPI is a wholly-owned subsidiary of URC and its ultimate parent company is JG Summit Holdings, Inc. N/A

Capital structure

Authorized capital stock
Type of Security /Stock Symbol Amount Number of Shares
Common shares P500,000,000 500,000,000
Subscribed Shares
Type of Security /Stock Symbol Amount Number of Shares
Common shares P442,420,000 442,420,000
Paid-Up Capital
Amount P461,325,149
Number of Shares 442,420,000
Issued Shares
Type of Security /Stock Symbol Amount Number of Shares
Common shares P442,420,000 442,420,000
Outstanding Shares
Type of Security /Stock Symbol Amount Number of Shares
Common shares P442,420,000 442,420,000
Par Value
Type of Security /Stock Symbol Amount
Common shares P1.00
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Universal Robina Corporation 442,419,500 99.99
John L. Gokongwei, Jr. 100 0
James L. Go 100 0
Lance Y. Gokongwei 100 0
Robina Gokongwei-Pe 100 0
Patrick Henry C. Go 100 0
Board of Directors
Name (Regular or Independent)
John L. Gokongwei, Jr. Regular
James L. Go Regular
Lance Y. Gokongwei Regular
Robina Gokongwei-Pe Regular
Patrick Henry C. Go Regular
Principal Officers
Name Position/Designation
Lance Y. Gokongwei Chairman and President
Ester T. Ang Treasurer
Rosalinda F. Rivera Corporate Secretary
Constante T. Santos SVP-Controller / Chief Finance Officer
Effect(s)/impact on the business, financial condition and operations of the Issuer

The proposed merger is expected to benefit URC in the reduction of expenses through the economies of scale, centralized administration and greater efficiency.

The proposed merger is not expected to have any significant effect on the business, financial condition and operations of URC.

Other Relevant Information

This PSE Disclosure Form 4-23 is being amended in order to include the date of approval by the stockholders of URC of the revised plan of merger of CFC Clubhouse Property, Inc. with and into URC.

Filed on behalf by:
Name Rosalinda Rivera
Designation Corporate Secretary