C05845-2017

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 27, 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

Acquisition of shares of Globe Fintech Innovations, Inc. (“Mynt”)

Background/Description of the Disclosure

On September 27, 2017 Ayala Corporation (“Ayala”), through its wholly owned subsidiary AC Ventures Holding Corp (“AC Ventures”), and Ant Financial Services Group (“Ant Financial”) subscribed to new shares of Globe Fintech Innovations, Inc. (“Mynt”). Mynt is a holding company for financial technology businesses operating under Globe Capital Venture Holdings, Inc. (“GCVHI”), a wholly owned subsidiary of Globe Telecom, Inc.(“Globe”).

Through this transaction, Ayala will own 10% of Mynt. The subscription amounts to less than 10 percent of Ayala’s total shareholders’ equity.

Date of Approval by
Board of Directors
Jan 19, 2017
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

Ayala’s investment in Mynt is in recognition of the strong growth potential of financial technology in the country amid a solid consumer market and an increasingly digital environment. The complementary strengths of Ayala, Globe, and Ant Financial present a compelling opportunity to reinvent the country’s financial services landscape. The partnership will allow Mynt to become a world-class online and offline payment provider, scale its mobile wallet services, and provide a wider range of digital financial services to its customers.

Details of the acquisition or disposition
Date Sep 27, 2017
Manner

Issuance of primary shares of the corporation

Description of the company to be acquired or sold

Mynt is the financial technology unit of Globe providing a one-stop shop of financial technology services for consumers, merchants, and organizations through GCash, a micropayment service provider, and Fuse, a technology-based lending company. To date, Mynt is one of the major mobile money base in the Philippines, with over 4 million registered customers and average weekly transaction value of P1.5 billion.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 93,333,333
Percentage to the total outstanding shares of the company subject of the transaction 10
Price per share Total amount <10% of Ayala's shareholders' equity
Nature and amount of consideration given or received

The amount is not material as it is less than 10% of Ayala Corporation’s total shareholders' equity.

Principle followed in determining the amount of consideration

Standard valuation methodologies such as the use of comparable company multiples and discounted cash flows.

Terms of payment

Subject to conditions precedent which have all been complied with.

Conditions precedent to closing of the transaction, if any

1. Completion of certain procedural requirements and submission by Mynt of certain documents to the investors as part of the due diligence examination; and

2. Delivery of consents from certain parties, including approval (or deemed approval) from the Philippine Competition Commission.

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
Globe Fintech Innovations, Inc. Affiliate of Ayala Corporation through Globe Telecom
Effect(s) on the business, financial condition and operations of the Issuer, if any

This acquisition allows Ayala to capture the opportunities in the financial technology space

Other Relevant Information

This disclosure reflects the closing of the transaction announced on February 17, 2017

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