C02097-2019

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 29, 2019
2. SEC Identification Number
A20011402
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 1,549,999,999
11. Indicate the item numbers reported herein
-

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

Subscription to newly issued shares of a new affiliate, Smyte Phils. Holdings Corp.("Smyte")

Background/Description of the Disclosure

The Board of Directors approved to re-appropriate the USOP funds of around PHP80M previously allocated for CAPEX for Equipment and Machinery to partially fund the subscription to Smyte. SBS Philippines Corporation ("Company") intends to finalize the transaction within the 2nd Quarter of 2019.

Smyte is an associate company of SBS Holdings and Enterprise Corporation ("SBS Holdings") who owns 29% thereto. On the other hand, the Company owns 99% of SBS Holdings.

Date of Approval by
Board of Directors
Mar 29, 2019
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 Smyte will allow the Company to participate in business opportunities to increase shareholders' return through potential capital appreciation of the land held by Smyte given the development of property market in the country.

Details of the acquisition or disposition
Date TBA
Manner

Share Subscription at Par Value of PHP1.00 per share.

Description of the company to be acquired or sold

Smyte is an associate company of SBS Holdings , a subsidiary of the Company. Smyte owned a two (2) hectare property in Balintawak area, Quezon City which is adjacent to a three (3) hectare property owned by another associate company of SBS Holdings.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 106,250,000
Percentage to the total outstanding shares of the company subject of the transaction 17
Price per share PHP1.00
Nature and amount of consideration given or received

Payable in cash, the total consideration is Php 106,250,000.00. Partial payment shall be funded using the re-appropriated USOP, and any balance thereto will be obtained through existing funds of the Company.

Principle followed in determining the amount of consideration

The parties agreed that the consideration will be at Par Value of SMYTE which is at PHP1.00 per share.

Terms of payment

Payable in full cash on completion date

Conditions precedent to closing of the transaction, if any

Agreement of all existing shareholders on their corresponding subscription of shares.

Any other salient terms

n/a

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
n/a n/a
Effect(s) on the business, financial condition and operations of the Issuer, if any

The transaction does not have any material effect on the business, operations, and financial condition of the Company.

Other Relevant Information

n/a

Filed on behalf by:
Name CHRISTINE BASE
Designation CORPORATE SECRETARY