C07334-2017

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)
Dec 6, 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
8700100
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 284,876,265
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

Acquisition of St. Jude College, Inc. by Phinma Education Holdings, Inc.

Background/Description of the Disclosure

Phinma Education Holdings, Inc. (PEHI), a wholly-owned subsidiary of PHINMA Corporation, signed a Share Purchase Agreement on December 5, 2017 for the purchase of 57,347 shares in St. Jude College, Inc. constituting 95.6% of the issued and outstanding shares of said school, for Php370.2 million. The transaction also closed on the same day.

Date of Approval by
Board of Directors
Nov 17, 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 of PHINMA Education Holdings, Inc. in St. Jude College will strengthen its position in the education industry. With the addition of St. Jude College, the enrollment of PHINMA Education's schools will grow by 3,050 students and will consequently increase PHINMA Education revenues and bottomline. This investment also represents PHINMA Education's entry into the mid-income education market in Metro Manila.

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

The transaction involves the acquisition of shares from existing shareholders of St. Jude College.

Description of the company to be acquired or sold

St. Jude College, which is located in Metro Manila, started as a School of Nursing in 1968 and is today a full service educational institution serving 3,050 students in basic education , college, and graduate school programs.

Know mainly for tertiary allied health science courses, it also offers programs in business, education, information technology, and hospitality.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 57,347
Percentage to the total outstanding shares of the company subject of the transaction 95.6
Price per share 6,455.44
Nature and amount of consideration given or received

Total purchase price is Php 370.2 million

Principle followed in determining the amount of consideration

The purchase price takes into account various factors such as the number of enrollees, brand value and the appraised value of properties registered under the name of the school.

Terms of payment

PHINMA Education Holdings, Inc. paid P265 million on December 5, 2017. The balance of P48 million will be used to pay various liabilities and the amount of P57 million is held in escrow.

Conditions precedent to closing of the transaction, if any

Not applicable

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
Various individuals No material relationship with PHN including its directors , officers or any of its affiliates
Effect(s) on the business, financial condition and operations of the Issuer, if any

See rationale above.

Other Relevant Information

The Date of Board Approval above refers to the date of approval by the PHINMA Education Holdings, Inc. Board of Directors on November 17, 2017.

The corresponding Deeds of Absolute Sale were executed on December 5, 2017 and the transfer will be recorded in the books of St. Jude College upon issuance of the appropriate tax clearances.

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