C04229-2017

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)
Jul 5, 2017
2. SEC Identification Number
34218
3. BIR Tax Identification No.
000-153-610-000
4. Exact name of issuer as specified in its charter
AYALA CORPORATION
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
32F TO 35F, TOWER ONE AND EXCHANGE PLAZA, AYALA TRIANGLE, AYALA AVENUE, MAKATI CITY Postal Code 1226
8. Issuer's telephone number, including area code
(02) 908-3000
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 621,224,987
Preferred B Series 1 Shares 20,000,000
Preferred B Series 2 Shares 27,000,000
Voting Preferred Shares 200,000,000
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.

Ayala CorporationAC

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

AC Industrials completes acquisition of a 94.9% stake in German automotive supplier MT Misslbeck Technologies GmbH

Background/Description of the Disclosure

AC Industrial Technology Holdings, Inc. (“AC Industrials"), a wholly-owned subsidiary of Ayala Corporation, completed through AC Industrials (Singapore) Pte. Ltd. the acquisition of 94.9% of MT Misslbeck Technologies GmbH ("MT") in a transaction valued at €26.8 million total enterprise value.

Date of Approval by
Board of Directors
May 29, 2017
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

This investment forms part of AC Industrials’ strategy to increase its competence and capabilities in the automotive value chain and will complement AC Industrials’ existing businesses in manufacturing services and vehicle distribution and dealerships.

Details of the acquisition or disposition
Date Jul 5, 2017
Manner

Purchase of equity stake and shareholder loans

Description of the company to be acquired or sold

MT is a German-based automotive supplier of models, tools and plastic parts to automotive original equipment manufacturers (OEMs) and automobile tier 1 suppliers. The company, which traces its roots to a workshop established in 1869, has production plants in Ingolstadt, Germany. MT designs and creates models of entire cars or parts of a car, develops, designs and manufactures injection moulds for metal and plastic car parts, and produces automotive plastic parts for prototyping and serial production.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 237,250
Percentage to the total outstanding shares of the company subject of the transaction 94.9
Price per share Total Price <10% of Ayala's shareholders' equity
Nature and amount of consideration given or received

The purchase will be paid in cash and also involves the assumption of debt and other liabilities. The transaction value is less than 10% of Ayala Corporation's stockholders' equity

Principle followed in determining the amount of consideration

Discounted cash flow method

Terms of payment

The full cash amount is payable to the sellers upon closing

Conditions precedent to closing of the transaction, if any

N/A

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
Schleicher Vermoegensverwaltungs GmbH None
Management Trust GmbH None
Misslbeck Beteiligungs GmbH None
Sepp und Michael Misslbeck GmbH & Co. KG None
Effect(s) on the business, financial condition and operations of the Issuer, if any

N/A

Other Relevant Information

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Filed on behalf by:
Name Celeste Jovenir
Designation Investor Relations Head