C04955-2017

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)
Aug 8, 2017
2. SEC Identification Number
CS200711792
3. BIR Tax Identification No.
006-806-867-000
4. Exact name of issuer as specified in its charter
GT Capital Holdings, Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
43rd Floor GT Tower International, 6813 Ayala Avenue corner H.V. Dela Costa Street, Makati City Postal Code 1227
8. Issuer's telephone number, including area code
(632) 836-4500
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 192,596,685
Perpetual Preferred Shares (GTPPA) 4,839,240
Perpetual Preferred Shares (GTPPB) 7,160,760
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.

GT Capital Holdings, Inc.GTCAP

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

Acquisition of 20% total stake in Sumisho Motor Finance Corporation (“SMFC”) by GT Capital Holdings, Inc. ("GT Capital" or the “Corporation”)

Background/Description of the Disclosure

The Board of Directors of GT Capital approved the acquisition of 2,000,000 SMFC common shares from Philippine Savings Bank (“PS Bank”) and 2,000,0000 SMFC common shares from PS Bank Retirement Fund, or a total of 4,000,000 SMFC common shares, representing 20% of the total issued and outstanding capital stock of SMFC, for a total consideration of Php379,920,000.00.

Date of Approval by
Board of Directors
Aug 8, 2017
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The purchase of SMFC shares will allow GT Capital's entry into micro-financing, specifically motorcycle financing, a high growth sector in the Philippines. In addition, it will give the Group an opportunity to tap the low to middle income sector of the Philippine market - the primary clientele of SMFC. Lastly, it will strengthen the Group's strategic relationship with the Sumitomo Corporation, one of Japan's leading conglomerates.

Details of the acquisition or disposition
Date TBA
Manner

Target execution of Sale and Purchase Agreement on August 9, 2017

Description of the company to be acquired or sold

SMFC is a joint venture established by PS Bank, PS Bank Retirement Fund, Sumitomo Corporation, and Sumitomo Corporation of the Philippines. It was incorporated in 2009 primarily to engage, transact, or deal in the business or lending or leasing to retail customers for their purchase of motorcycles in the Philippines.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 4,000,000
Percentage to the total outstanding shares of the company subject of the transaction 20
Price per share 94.98
Nature and amount of consideration given or received

Purchase price of Php379,920,000.00 to be paid in cash

Principle followed in determining the amount of consideration

Book value as of June 30, 2017 supported by a Fairness Opinion made by an independent professional firm

Terms of payment

Payment of purchase price on or before August 11, 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
Philippine Savings Bank PS Bank is a subsidiary of Metropolitan Bank and Trust Company, an affiliate of GT Capital. Mr. Arthur Vy Ty, Chairman of GT Capital, is a director and Vice Chairman of PS Bank.
Philippine Savings Bank Retirement Fund Retirement Fund of PS Bank employees
Effect(s) on the business, financial condition and operations of the Issuer, if any

Equity method of accounting for SMFC in GT Capital's consolidated financial statements

Other Relevant Information

None.

Filed on behalf by:
Name Jiselle Compuesto
Designation Legal and Compliance Officer