C02944-2018

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)
Apr 30, 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 621,190,284
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 4-2 - 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 shares of National Teachers College (“NTC”)
Background/Description of the Disclosure

On April 30, 2018, AC Education, Inc. (“AEI”), the wholly-owned education arm of Ayala Corporation (“AC”), has assumed ownership of approximately 96% of the outstanding voting shares and 88% of the total outstanding shares of National Teachers College (“NTC”).

The purchase price amounts to less than 10% of AC’s total shareholders’ equity.
Date of Approval by
Board of Directors		 Jan 24, 2018
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

NTC will be added to AC Education’s portfolio, which includes APEC Schools, Inc., the largest chain of stand-alone, private high schools in the country with over 16,000 students in 23 branches across Metro Manila, Cavite, Rizal and Batangas, and Naga City-based University of Nueva Caceres, the oldest and one of the largest private schools in the Bicol region, with over 8,000 students and programs in Arts & Sciences, Basic Education, Business and Accountancy, Computer Studies, Criminology, Education, Engineering and Architecture, Graduate Studies, Law, and Nursing.

Together with NTC, AC Education’s combined student population is approximately 34,000 students.

The addition of NTC in AEI’s portfolio will create a strong combination that will enable better offerings for more students across the nation. AEI is excited to add NTC to its portfolio because of NTC’s 90-year heritage, excellent track record and well-known brand in teacher education, its new and fast-growing programs in business and information technology, well-regarded faculty who are steeped in both theory and experience, employees’ unflagging dedication and vibrant school spirit. AEI believes that it can help NTC to achieve even greater heights by building on its strengths and contributing many synergies.
Details of the acquisition or disposition
Date Apr 30, 2018
Manner

Purchase of secondary shares of the company and subscription to primary shares
Description of the company to be acquired or sold

NTC is located in the University Belt, Manila and was founded in 1928, as the first school in the country to offer General Education leading to a Bachelor of Science in Education. It has a long track record of commitment to excellence in teaching, growth and inclusion, with approximately 10,000 students from Basic to Higher Education. It is one of the most well-recognized teacher education institutions in the country, with Level III Accreditation from PACUCOA for its Bachelor programs in Elementary and Secondary Education, and over 3,500 Education students in both college and graduate programs. NTC also offers programs in Accountancy & Business, Arts & Science, Hospitality Management and Information Technology.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 30,485
Percentage to the total outstanding shares of the company subject of the transaction 88
Price per share Total amt <10% of AC's total shareholders' equity
Nature and amount of consideration given or received

The amount is not material as it is less than 10% of AC’s total shareholders' equity.
Principle followed in determining the amount of consideration

Standard valuation methodologies such as the use of comparable company multiples and discounted cash flows.
Terms of payment

Subject to conditions precedent
Conditions precedent to closing of the transaction, if any

All terms and conditions of the acquisition have been complied with, including obtaining the requisite regulatory approvals.
Any other salient terms

AC Education acquired 30,485 founders and common shares

AC Education, Inc. acquired approximately 96% of the total outstanding voting shares and 88% of the total outstanding shares. This transaction reflects the final ownership percentage acquired by AEI.
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
[X] N/A
Effect(s) on the business, financial condition and operations of the Issuer, if any

The addition of NTC in AEI’s portfolio will create a strong combination that will enable better offerings for more students across the nation. NTC will play an integral role in AC’s nation building agenda by contributing to a better education system in the country and by producing quality educators for both public and private schools.
Other Relevant Information

This disclosure reflects the execution of the Deeds of Assignment of Shares on April 30, 2018.

For more information please see attached Press Release.
Filed on behalf by:
Name Celeste Jovenir
Designation Investor Relations Head