C06460-2017

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)
Oct 30, 2017
2. SEC Identification Number
31171
3. BIR Tax Identification No.
000-168-801
4. Exact name of issuer as specified in its charter
PETRON CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
San Miguel Head Office Complex, 40 San Miguel Avenue, Mandaluyong City Postal Code 1550
8. Issuer's telephone number, including area code
(63 2) 886-3888, 884-9200
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 (PCOR) 9,375,104,497
PREFERRED SERIES 2A (PRF2A) 7,122,320
PREFERRED SERIES 2B (PRF2B) 2,877,680
PCOR SERIES A BONDS DUE 2021 (IN MIL PESO) 13,000
PCOR SERIES B BONDS DUE 2023 (IN MIL PESO) 7,000
TOTAL DEBT AS OF JUNE 30, 2017 (IN MIL PESO-CONSO) 222,792
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.

Petron CorporationPCOR

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

Sale of MNHPI shares

Background/Description of the Disclosure

Further to the Company’s disclosure last September 21, 2017, the Company advises that all conditions for the completion of the share purchase agreement between the Company and International Container Terminal Services, Inc. (“ICTSI”) for the sale by the Company of its 10,449,000 shares in Manila North Harbour Port, Inc. (“MNHPI”) equal to 34.83% of MNHPI’s outstanding shares have been complied with.

Date of Approval by
Board of Directors
Sep 21, 2017
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

To focus on the main business.

Details of the acquisition or disposition
Date Sep 21, 2017
Manner

Share purchase through the execution of a Share Purchase Agreement.

Description of the company to be acquired or sold

MNHPI is a Philippine entity engaged in domestic port terminal business at the Manila North Harbour under contract with the Philippine Ports Authority.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 10,449,000
Percentage to the total outstanding shares of the company subject of the transaction 34.83
Price per share P167.48
Nature and amount of consideration given or received

Purchase price of P1.75 billion in cash.

Principle followed in determining the amount of consideration

The purchase price was based on earnings multiple.

Terms of payment

Purchase Price paid on October 30, 2017.

Conditions precedent to closing of the transaction, if any

1. The approval of the transaction by the Philippine Ports Authority.
2. Submission of all consents and approvals required under applicable law.
3. Submission of Secretary's Certificate attesting to the approval by the Executive Committee of the Board of Directors of the sale of the Subject Shares.

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
International Container Terminal Services, Inc. None
Effect(s) on the business, financial condition and operations of the Issuer, if any

Return on investment.

Other Relevant Information

None.

Filed on behalf by:
Name Joel Angelo Cruz
Designation Vice President - General Counsel and Corp. Sec.