C00018-2018

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)
Jan 2, 2018
2. SEC Identification Number
152747
3. BIR Tax Identification No.
000-153-790-000
4. Exact name of issuer as specified in its charter
Ayala Land, Inc.
5. Province, country or other jurisdiction of incorporation
Makati City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
31F Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City, Philippines Postal Code 1226
8. Issuer's telephone number, including area code
(632) 7506974
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 14,724,947,558
Preferred Shares 13,066,454,759
11. Indicate the item numbers reported herein
Item 9. Other Events

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 Land, Inc.ALI

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 Additional Shares in MCT Bhd.

Background/Description of the Disclosure

Ayala Land, Inc.’s (ALI) wholly-owned subsidiary, Regent Wise Investments Limited (RWIL), signed a share purchase agreement to acquire an additional 17.24% stake in MCT Bhd. (MCT) equivalent to 230,115,574 MCT shares, subject to completion of certain conditions.

The acquisition will bring RWIL’s stake in MCT to 50.19%, requiring RWIL to conduct a mandatory take-over offer in accordance with the laws of Malaysia.

Date of Approval by
Board of Directors
N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The increase in ownership will strengthen ALI’s commitment to enhance MCT’s operations and expand its business further.

Details of the acquisition or disposition
Date Jan 2, 2018
Manner

Purchase of shares from an existing shareholder of MCT.

Description of the company to be acquired or sold

MCT is a listed company on the Main Market of Bursa Securities in Malaysia. The principal activity of MCT is investment holding, while its subsidiaries are involved mainly in property development, property management, property investment and construction businesses.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 230,115,574
Percentage to the total outstanding shares of the company subject of the transaction 17.24
Price per share RM0.88
Nature and amount of consideration given or received

RM202,501,705.12

Principle followed in determining the amount of consideration

Net Asset Valuation

Terms of payment

49% due within three business days after completion date, 37% one month after completion date and the balance 11 months after completion date.

Conditions precedent to closing of the transaction, if any

Obtainment of Bursa Clearing’s grant of a waiver from Rule 10.03(5) in the rules of Bursa Securities for waiver of cash settlement of a Direct Business Transaction so that 51% of the Purchase Price can be paid by the Purchaser to the Vendor in tranches.

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
Tan Sri Barry Goh N/A
Effect(s) on the business, financial condition and operations of the Issuer, if any

The acquisition will increase ALI’s stake in MCT to 50.19%, requiring RWIL to conduct a mandatory take-over offer in accordance with the laws of Malaysia.

Other Relevant Information

None

Filed on behalf by:
Name Michael Blase Aquilizan
Designation Associate Manager