C00468-2021

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 22, 2021
2. SEC Identification Number
AS093-00023
3. BIR Tax Identification No.
003-822-183
4. Exact name of issuer as specified in its charter
Discovery World Corporation
5. Province, country or other jurisdiction of incorporation
Metro Manila
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Station 1, Balabag, Malay, Aklan Postal Code 5608
8. Issuer's telephone number, including area code
632-813-8857
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 854,000,000
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.

Discovery World Corporation DWC

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 Subscription to Balay Holdings, Inc. (BHI)

Background/Description of the Disclosure

On 27 February 2018, the Board approved the subscription of Twenty Six Million Two Hundred Thousand (26,200,000) shares to Balay Holdings.

On 2 December 2019, the Board approved an additional subscription of Twenty Eight Million Eight Hundred Thousand (28,800,000) shares, thus the total subscription of DWC will amount to Fifty Five Million (55,000,000) shares.

On 26 February 2020, the Board resolved to increase the said subscription by Thirty Four Million Two Hundred Thousand (34,200,000) shares bringing the total amount to Ninety Million (90,000,000) shares with a par value of One Peso (Php1.00) per share or a total of Ninety Million Pesos (P90,000,000.00), to be used as working capital.

In the Executive Committee meeting held on 20 January 2021, it was resolved to further increase the subscription by Ten Million (10,000,000) shares with a par value of One Peso (Php 1.00) per share or a total of Ten Million Pesos (Php 10,000,000.00), also to be used as working capital.

Date of Approval by
Board of Directors
Jan 20, 2021
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

This acquisition is in line with DWC's business and will create opportunities for expansion of the Corporation's resort business.

Details of the acquisition or disposition
Date TBA
Manner

Subscription of shares/ Subscription Contract

The Subscription Agreement has not yet been signed but the investing public would be updated on further developments of the transaction.

Description of the company to be acquired or sold

Balay Holdings, Inc. is seen to own real properties in Boracay to be used as the staff house of the employees of the Company

The terms and conditions of the transaction
Number of shares to be acquired or disposed 10,000,000
Percentage to the total outstanding shares of the company subject of the transaction 10
Price per share 1.00
Nature and amount of consideration given or received

The consideration is based on par value.

Principle followed in determining the amount of consideration

The consideration is based on par value.

Terms of payment

The subscription shall be fully paid.

Conditions precedent to closing of the transaction, if any

An approval of the SEC for the increase in Authorized Capital Stock of BHI from Php 3,200,000.00 to Php 100,000,000.00. Note that the original application of BHI was an increase from Php 3,200,000.00 to Php 50,000,000.00.

Any other salient terms

TBA

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
Balay Holdings, Inc. Balay Holdings, Inc. is a wholly owned subsidiary of DWC
Effect(s) on the business, financial condition and operations of the Issuer, if any

This acquisition will help augment working capital and create opportunities for expansion of the Corporation's resort business.

Other Relevant Information

This amended disclosure reflects additional information on the increase in subscription of DWC, from Ninety Million (90,000,000) BHI shares to One Hundred Million (100,000,000) BHI shares.

Accordingly, BHI's initial application for an increase in ACS to Php 50,000,000.00 has been revised to Php 100,000,000.00. Currently, DWC owns Eight Hundred Thousand (800,000) BHI shares and the percentage to the total outstanding shares reflected above is subject to the SEC approval of the application for increase of BHI's Authorised Capital Stock.

Filed on behalf by:
Name Anna Francesca Respicio
Designation Corporate Secretary