C02049-2018

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)
Mar 27, 2018
2. SEC Identification Number
A200110402
3. BIR Tax Identification No.
213-053-504
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 SHARE 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

Investment in Joune Holding Limited by SBS Holdings and Enterprises Corporation, a subsidiary of SBS Philippines Corporation
Background/Description of the Disclosure

SBS Holdings and Enterprises Corporation (SHEC), a wholly owned subsidiary of SBS Philippines Corporation ("SBS") completes the acquisition of a 5% equity stake in Joune Holding Limited (“JHL”), a Hong Kong investment holding company owned by the Sytengco Family (indirect controlling shareholders of SBS) ..

Together with a Hong Kong business associate of the Sytengco Family acquiring a 10% interest, JHL completed the acquisition of 90% of Maxco International Development Limited (“Maxco”), Hong Kong property holding company, that owns directly and indirectly through its wholly owned subsidiaries, contiguous parcels of land located in Tuen Mun, New Territories, Hong Kong which have a combined lot area of approximately 4,641.7 square meters and suited for high end property development.
Date of Approval by
Board of Directors		 Mar 27, 2018
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The investment in JHL will allow the Company, thru SHEC, to participate in the business opportunity to increase shareholder return through the potential capital appreciation of the land lots held by the JHL group of companies, given the positive developments of the property market in Hong Kong in recent years.
Details of the acquisition or disposition
Date Mar 27, 2018
Manner

The investment of SHEC is by way of subscription to a total of five (5) new shares in the capital increase of JHL. JHL increased its capital to 100 shares instead of the 10,000 shares earlier contemplated.
Description of the company to be acquired or sold

JHL is a newly incorporated investment holding company that serves as the acquisition vehicle for the acquisition of 90% equity interest in Maxco International Development Limited (“Maxco”), Hong Kong property holding company, that owns directly and indirectly through its wholly owned subsidiaries, contiguous parcels of land located in Tuen Mun, New Territories, Hong Kong which have combined lot area of approximately 4,641.7 square meters.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 5
Percentage to the total outstanding shares of the company subject of the transaction 5
Price per share Approximately PhP 18,117,647.00
Nature and amount of consideration given or received

Payable in cash, the total consideration is PhP 90,588,235.00
Principle followed in determining the amount of consideration

The total consideration for the investment in JHL was determined with reference to, among others, the valuation of the properties held by the Maxco group and the recent property market development in Hong Kong.
Terms of payment

Payable in full in cash.
.
Conditions precedent to closing of the transaction, if any

!. Closing the acquisition of Maxco and its subsidiaries; and
2. Completion of the registration of JHL capital increase.
Any other salient terms

SHEC increased its interest in JHL to have a higher participation in the business opportunity.
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
Joune Holding Limited (JHL) Prior to the issue of new shares to SHEC, JHL is 100% owned by Sytengco Family composed of the following Company directors and officers, Necisto U. Sytengco, Aylene Y. Sytengco, Necisto Y. Sytengco II, Ned Bryan Y. Sytengco and Sabrina Adamelle Poon-Sytengco
Effect(s) on the business, financial condition and operations of the Issuer, if any

The investment in JHL will allow the Company, thru SHEC, to participate in the business opportunity to increase shareholder return through the potential capital appreciation of the land lots held by the JHL group of companies.
Other Relevant Information

Following the completion of the acquisition by JHL of 90% of Maxco and subsidiaries and approval of the registration of the capital increase of JHL, SBS Holdings and Enterprises Corporation (SHEC), a wholly owned subsidiary of SBS Philippines Corporation ("SBS") purchased and subscribed to a five percent (5%) equity interest in Joune Holding Limited.

The increase in the investment stake in JHL from 4.25% equity interests to a 5% total equity interests was authorized by the Board of Directors of SBS Holdings and Enterprises Corporation on March 27, 2018.

The investment is in furtherance of the diversification and investment strategy of the SBS Group to invest in small ownership stake in companies investing in real properties to have a more diversified interests in different property holdings at a lower capital requirement and risk exposure to the Company.

This Disclosure amends the Circular No. C06260-2017 to reflect the final terms of SHEC invesment in JHL which increased its investment in JHL from the previously disclosed planned investment of PhP 77,000,000.00 for a 4.25% equity interest to PhP 90,588,235.00 for a 5% total equity interest .
Filed on behalf by:
Name REGINA SIMONA DE GUZMAN
Designation GENERAL COUNSEL & COMPLIANCE OFFICER