C04047-2018

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)
Jun 11, 2018
2. SEC Identification Number
60312
3. BIR Tax Identification No.
000-464-876
4. Exact name of issuer as specified in its charter
IRC PROPERTIES, INC.
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
35TH FLOOR, RUFINO PACIFIC TOWER, 6784 AYALA AVENUE, MAKATI CITY Postal Code 1223
8. Issuer's telephone number, including area code
(632) 750 2000
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 1,499,913,964
11. Indicate the item numbers reported herein
ITEM 4 & 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.

IRC Properties, Inc.IRC

PSE Disclosure Form 4-32 - Reply to Exchange's Query

Subject of the Disclosure

Reply to Exchange's Query per correspondence dated 05 June 2018.
Description of the Disclosure

Reply to Exchange's Query on additional information from IRc Properties, Inc. ("IRC") pertaining to the results of the Board of Directors' Meetings held on May 17, 2018 and June 1, 2018.
Information Requested

We refer to the Exchange’s Query on IRC Properties, Inc.’s (“IRC”) disclosures dated May 17, 2018 and June 1, 2018 pertaining to the results of the Board of Directors’ Meetings which approved, among others, the following:

- Change in directors and officers and reorganization of composition of committees;
- Increase in the authorized capital stock from Php 1.5 billion to Php 10.5 billion;
- Establishment of, and investment in, subsidiary companies to handle infrastructure, ¿transportation, international trading and other projects;
- Reactivation of IRC’s subsidiary, Interport Development Corporation (“IDC”) and the ¿determination of the new name, change of directors, and other matters to be determined ¿by IRC’s Executive Committee; and
- Declaration of 5% of the retained earnings of the Company as property dividend in the ¿form of shares of stocks of IDC.

In reply, we are providing additional information regarding the above-mentioned matters, as follows:

1. Any material effects on business operations of the Company as a result of the above-mentioned transactions; and
2. Benefits which are expected to be accrued to IRC as a result of the transactions.

The transactions shall result to additional funds for the Company to finance the expansion of its current and future projects and operations.

3. Corporate background of IDC;

Interport Development Corporation is a domestic corporation incorporated on December 21, 1993. It is primarily involved in the acquisition and selling of real estate of all kinds or hold such properties for investment purposes.

IDC is a wholly-owned subsidiary of IRC Properties, Inc.

As at December 31, 2017, the Company has no sources of income or assets that are possible sources of income. The Company does not have employees and its administrative functions are handled by the Parent Company’s management at its principal place of business located at the 35th Floor, Rufino Pacific Tower, 6784 Ayala Avenue, Makati City.

4. Reason and purpose for declaring IDC shares as property dividend;

IRC’s declaration of property dividend equivalent to 5% of retained earnings shall start the spin-off to separate the mass housing component from the Parent Company’s planned future operations.

5. Updated Ownership Structure:

Following are the principal shareholders of the Company as of May 31, 2018:


Aggregate Business Group (ABG) Holdings, Inc. - 404,115,000 shares (26.94%)
Jovial Elm Limited - 200,000,000 shares (13.33%)
Rizal Partners Co. Ltd. - 127,200,000 shares (8.48%)
Macquarie Bank Limited - 106,400,000 shares (7.09%)
T&M Holdings, Inc. - 100,818,625 shares (6.72%)
Mabuhay Holdings Corporation - 70,128,964 shares (4.68%)


Changes in the number of shares resulting from the above transactions on the principal shareholders cannot be determined as of this date as the terms and conditions of the increase in capitalization and the declaration of property dividend have yet to be finalized.

6. Any other relevant information:

None.
Filed on behalf by:
Name Gloria Georgia Garcia
Designation Treasurer and CFO/Compliance Officer