C00480-2021

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 25, 2021
2. SEC Identification Number
ASO96-005555
3. BIR Tax Identification No.
000-188-209-000
4. Exact name of issuer as specified in its charter
Philippine National Bank
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
PNB Financial Center, Pres. Diosdado Macapagal Blvd., Pasay City, Metro Manila Postal Code 1300
8. Issuer's telephone number, including area code
(632) 8526-3131 to 70/(632) 8891-6040 to 70
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 Shares 1,525,764,850
11. Indicate the item numbers reported herein
Item 2

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.

Philippine National BankPNB

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

Sale of 100% Shareholdings in PNB General Insurers Co., Inc. to Allied Bankers Insurance Corporation
Background/Description of the Disclosure

On December 11, 2020, the PNB Board of Directors approved and confirmed the sale of 100% shareholdings of PNB (6,000,000 common shares) and PNB Holdings Corporation (3,126,000 common shares) in PNB General Insurers Co., Inc. to Allied Bankers Insurance Corporation, subject to regulatory and other necessary approval/s.

PNB General Insurers Co., Inc. is 65.75% owned by the Philippine National Bank (PNB) and 34.25% owned by PNB Holdings Corporation, while PNB Holdings Corporation is a wholly-owned subsidiary of PNB. PNB has 4% shareholdings in Allied Bankers Insurance Corporation (ABIC).

On December 29, 2020, the Insurance Commission approved the acquisition by Allied Bankers Insurance Corporation of PNB General Insurers Co., Inc.

We wish to advise the Exchange that on January 21, 2020, the Bank received Allied Bankers Insurance Corporation's installment payment (first of 3 tranches) for PNB’s 65.75% shareholdings in PNB General Insurers Co., Inc.

We trust you will take note accordingly. Thank you.
Date of Approval by
Board of Directors		 Dec 11, 2020
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The sale of PNB General Insurers Co., Inc. shares is consistent with the Bank’s objective to exit the non-life insurance business being a non-core undertaking.

The proceeds of the transaction will be used for general corporate purposes.
Details of the acquisition or disposition
Date Jan 21, 2021
Manner

Sale of 100% shareholdings for cash
Description of the company to be acquired or sold

PNB General Insurers Co., Inc. is a subsidiary of PNB established in 1991. It is a non-life insurance company that offers coverage for Fire and Allied Perils, Marine, Motor Car, Aviation, Surety, Engineering, Accident Insurance and other specialized lines.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 9,126,000
Percentage to the total outstanding shares of the company subject of the transaction 100
Price per share 166.93
Nature and amount of consideration given or received

P1,523,374,730.48 cash payment
Principle followed in determining the amount of consideration

Valuation of 3rd party independent actuarial
Terms of payment

Timetable of Payment:

A. PNB Holdings Corporation

Date: December 29, 2020
Amount: P521,816,780.18

B. Philippine National Bank

Date: January 21, 2021
Amount: P100,155,795.02

Date: March 21, 2021
Amount: P450,701,077.64

Date: June 21, 2021
Amount: P450,701,077.64
Conditions precedent to closing of the transaction, if any

The Share Purchase Agreement was signed on December 29, 2020.
Any other salient terms

None.
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
Allied Bankers Insurance Corporation Interlocking directors with PNB - Mr. Lucio C. Tan, Ms. Carmen K. Tan
Allied Bankers Insurance Corporation Interlocking director with PNB Holdings Corporation - Mr. Lucio C. Tan
Allied Bankers Insurance Corporation Interlocking director with PNB General Insurers Co., Inc. - Ms. Rowena T. Chua
Effect(s) on the business, financial condition and operations of the Issuer, if any

The Bank will remain in the Bancassurance space to support its strategic growth plans and at the same time eliminate insurance underwriting risk.
Other Relevant Information

The disclosure was amended to reflect the following:

1. Date of disposition of the shareholdings of PNB in PNB General Insurers Co., Inc.; and
3. Change in the date of the first tranche payment to PNB from January 20 to January 21, 2021.
Filed on behalf by:
Name Ruth Pamela Tanghal
Designation Corporate Secretary