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 5, 2018

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	621,292,010
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 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
Execution of a Non-Binding term sheet for the proposed merger of Ayala Corporation's wholly-owned subsidiary, AC Education, Inc., with iPeople, inc., the listed holding company for the education sector controlled by House of Investments, Inc., a member of the Yuchengco Group of Companies
Background/Description of the Disclosure
Please be informed that Ayala Corporation has executed a Non-Binding term sheet for the proposed merger of its wholly-owned subsidiary, AC Education, Inc. ("AEI"), with iPeople, inc. ("iPeople"), the listed holding company for the education sector controlled by House of Investments, Inc., a member of the Yuchengco Group of Companies. With the execution of such Non-Binding term sheet, the parties have agreed to an exclusivity period to complete due diligence, and to finalize the terms and conditions of the proposed merger within the first quarter of 2018. All terms and conditions of the proposed merger, including the involvement of House of Investments and Ayala Corporation in the management of the surviving entity, iPeople, shall be presented for approval by the parties' respective boards of directors and the merging parties’ stockholders, and the transaction will be subject to the requisite regulatory approvals as well. The potential merger would bring together the educational arms of House of Investments and Ayala Corporation (iPeople and AEI respectively). The potential merger would include iPeople and its significant subsidiary, Malayan Education System, Inc. (Operating under the name of Mapua University), a world ranked QS-3 star university and the school with the most CHED Centers of Excellence in Engineering, and its subsidiaries, Malayan Colleges Laguna, the best board exam performing private school in Calabarzon, and Malayan Colleges Mindanao, and AEI and its subsidiaries, the University of Nueva Caceres, one of the oldest and largest universities in Bicol, and APEC Schools, the largest stand-alone chain of private high schools in the country. Together, the combined population would be over 40,000 students. Please see the attached press statement for more information.
Other Relevant Information
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