C05566-2017

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)
Sep 8, 2017
2. SEC Identification Number
12397
3. BIR Tax Identification No.
000-107-026-000
4. Exact name of issuer as specified in its charter
PHINMA Corporation
5. Province, country or other jurisdiction of incorporation
Metro Manila
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Level 12 Phinma Plaza, Plaza Drive Rockwell Center, Makati City Postal Code 1210
8. Issuer's telephone number, including area code
632 8700 100
9. Former name or former address, if changed since last report
Not applicable
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 284,929,565
11. Indicate the item numbers reported herein
-

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.

Phinma CorporationPHN

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

Investment in a cement company

Background/Description of the Disclosure

Investment of up to Php 210 million for a 60% ownership in a new cement company to be incorporated. Initial investment in the amount of P 37.5 million was paid today, September 8, 2017.

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

The investment in the cement company presents significant opportunities and potential to increase shareholder value. The business shall build on the management and technical expertise of PHINMA as well as its years of experience in the cement industry.

The investment likewise presents opportunities for synergy between the new company and PHINMA’s other subsidiaries.

Details of the acquisition or disposition
Date TBA
Manner

PHN shall subscribe to common shares as required by law and equivalent to its ownership.

Description of the company to be acquired or sold

The new company shall engage in processing, marketing, importing, trading, selling, and distributing cement, cement products, and other by-products.

The terms and conditions of the transaction
Number of shares to be acquired or disposed -
Percentage to the total outstanding shares of the company subject of the transaction 60
Price per share To be determined
Nature and amount of consideration given or received

Initial investment in the amount of P 37.5 million was paid today, September 8, 2017.

The amount represents 25% of a P 150 million subscription by PHN covering 15 million shares in the said company, at par value of P 10.00 per share. The shares represent 85.7% of total shares subscribed. This is an initial subscription.

Principle followed in determining the amount of consideration

The final amount of investment shall be determined by the estimated project cost and the investment by the strategic partners.

Terms of payment

Please see above.

Conditions precedent to closing of the transaction, if any

SEC approval for the incorporation.

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
None None
Effect(s) on the business, financial condition and operations of the Issuer, if any

Please see above.

Other Relevant Information

Disclosure is updated today to indicate the initial investment of PHN in the amount of P 37.5 million in a cement company to be incorporated. The amount was paid today, September 8, 2017.

The amount represents 25% of a P 150 million subscription by PHN covering 15 million shares in the said company, at par value of P 10.00 per share. The shares represent 85.7% of total shares subscribed. This is an initial subscription. The total investment and ownership of PHN in the new company will be P 210 million and 60%, as earlier disclosed.

Date of Approval indicated is the date of approval by the Executive Committee on August 29, 2017 (delegated authority).

Number of shares to be acquired or disposed: Final number of shares to be determined.

Filed on behalf by:
Name Rizalina Andrada
Designation Vice President - Finance