C00481-2018

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 29, 2018
2. SEC Identification Number
A200110402
3. BIR Tax Identification No.
213-054-503
4. Exact name of issuer as specified in its charter
SBS PHILIPPINES CORPORATION
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
10 RESTHAVEN STREET, SAN FRANCISCO DEL MONTE, QUEZON CITY Postal Code 1105
8. Issuer's telephone number, including area code
(02) 371 1111
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 1,549,999,999
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.

SBS Philippines CorporationSBS

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

Additional share subscription in Company's subsidiary, Lence Holdings Corporation ("LHC")
Background/Description of the Disclosure

On January 25, 2018, the Company's Board of Directors approved the additional share subscription of 52,000,000 common shares with a par value of P1.00 per share, to be subscribed by the Company from the unissued share capital of the Company's subsidiary, Lence Holdings Corporation, at a subscription price of P6.7625 per share. The share subscription and payment of the consideration will be made on February 5, 2018.
Date of Approval by
Board of Directors		 Jan 25, 2018
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The additional share subscription is intended as added capital infusion in LHC to partially finance the closing of the acquisition of a warehouse facility property comprising of land, buildings, and fixed assets.

The properties to be acquired by LHC is a warehouse facility complex (the "Facility") that covers a total land area of around five (5) hectares together with ambient and cold storage facilities. machinery and other building improvements. The Facility is being considered to be used principally in the warehouse and distribution operations of the Corporation to serve as a key distribution center for regional market customers south of Metro Manila. Given that Company customers are looking for savings, the south depot will allow greater opportunities for customers cut down on their logistics and sourcing organization, integrate the Company’s procurement and logistic capabilities in their business processes, and promote collaborations for supply chain optimization to simplify their operations. Further, this capital expenditure would not only help control residual risks in not owning major logistic facilities but it is also a good investment opportunity to broaden the Company’s asset base.

The arrangement will also allow the lease or use of the other areas for additional business building projects of SBS group. This arrangement permits the Company to grow and diversify its income streams.
Details of the acquisition or disposition
Date Feb 5, 2018
Manner

The subscription for additional common shares will be issued from the unissued capital stock of LHC which will subscribed and fully paid on February 5, 2018.
Description of the company to be acquired or sold

Lence Holdings Corporation is a newly incorporated holding company which is 65% owned by the Company, 25% by the Company’s wholly owned subsidiary, SBS Holdings and Enterprises Corporation and 10% by the Sytengco family.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 52,000,000
Percentage to the total outstanding shares of the company subject of the transaction 65
Price per share PhP 6.7625
Nature and amount of consideration given or received

The subscription price shall be payable in cash in full upon subscription on February 5, 2018.
Principle followed in determining the amount of consideration

The consideration was determined by the additional capital funding required by LHC for the transaction and the total number of unissued common shares available, to be subscribed by all existing shareholders in proportion to their current equity interests.
Terms of payment

The subscription price shall be payable in cash in full upon subscription on February 5, 2018.
Conditions precedent to closing of the transaction, if any

none
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
Lence Holdngs Corporation 65% owned subsidiary of the Company
Effect(s) on the business, financial condition and operations of the Issuer, if any

The additional investment has no immediate impact on the business, financial condition and operations of the Company. However, it is expected that the investment will result to some gains from the real estate investments and operational enhancements to be generated from the property acquisition by LHC which will grow and diversify the Company's income streams in the future
Other Relevant Information

Other shareholders of LHC will be similarly subscribing to additional common shares from the unissued share capital of LHC in proportion to their current equity interests. Specifically, the Company's other subsidiary, SBS Holdings and Enterprises Corporation, will be subscribing to an additional 20,000,000 common shares from the unissued capital stock of LHC at the same subscription price of P6.7625 per share and which share subscription will be made and paid on February 5, 2018.
Filed on behalf by:
Name REGINA SIMONA DE GUZMAN
Designation GENERAL COUNSEL & COMPLIANCE OFFICER