C01182-2021

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)
Feb 24, 2021
2. SEC Identification Number
152747
3. BIR Tax Identification No.
000-153-790-000
4. Exact name of issuer as specified in its charter
Ayala Land, Inc.
5. Province, country or other jurisdiction of incorporation
Makati City, Philippine
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
31F Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City, Philippines Postal Code 1226
8. Issuer's telephone number, including area code
+632 7908 3111
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 14,730,395,599
Voting Preferred Shares 13,066,494,759
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 Land, Inc.ALI

PSE Disclosure Form 4-23 - Mergers and Consolidations References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure

The Merger of Ayala Land, Inc. (ALI) with its Subsidiaries
Background/Description of the Disclosure

Our Board of Directors, at its regular meeting held this afternoon, approved the merger of our Company and its listed subsidiary, Cebu Holdings, Inc. (CHI) as well as its other subsidiaries, Asian I-Office Properties, Inc. (AiO), Arca South Commercial Ventures Corp. (ASCVC) and Central Block Developers Inc. (CBDI), with our Company, Ayala Land Inc., as the surviving entity.
Date of Approval by Board of Directors Feb 23, 2021
Date of Approval by Stockholders TBA
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency N/A
Date of Approval by Securities and Exchange Commission TBA
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The merger is an internal restructuring as well as a consolidation of ALI’s Cebu portfolio under one listed entity. The merger is expected to result in operational synergies, efficient funds management and simplified reporting to government agencies.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

The Plan of Merger shall be submitted for approval of the stockholders of the companies involved in the merger during their respective annual stockholder’s meetings. ALI and CHI, the publicly listed companies, will hold their respective annual stockholders’ meetings on April 21, 2021 and April 14, 2021, respectively. AiO, ASCVC and CBDI will also hold their annual stockholders’ meetings on April 13, 2021. The Plan of Merger will then be filed with the SEC and expected to be approved within the year.
Identities of the parties to the transaction
Name Nature of Business Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Ayala Land, Inc. (ALI) Real Estate N/A
Cebu Holdings, Inc. (CHI) Real Estate 71.13% owned Subsidiary of ALI
Asian I-Office Properties, Inc. Real Estate Wholly-owned Subsidiary of CHI
Arca South Commercial Ventures Corp. Real Estate Wholly-owned Subsidiary of ALI
Central Block Developers Inc. Real Estate 55%-owned by CHI and 45%-owned by ALI
Terms and conditions of the transaction
Plan of merger

ALI will issue 0.19 ALI common share for every one (1) CHI Common share or a total of four hundred nine million seven hundred eighty three thousand seven hundred sixty (409,783,760) ALI common shares, including two hundred ninety one million four hundred sixty three thousand seven hundred eighty four (291,463,784) ALI common shares which ALI will issue to itself in exchange of its shares held in CHI.

The following are the swap ratios for the other constituent corporations:

AiO - 3.29 ALI shares for every 1 AiO share or 22,244,842 ALI Common Shares
ASCVC - 0.0255 ALI share for every 1 ASCVC share or 58,917,750 ALI Common Shares
CBDI - 29.67 ALI share for every 1 CBDI share or 118,680,000 ALI Common Shares
Ratio of exchange of shares

ALI will issue 0.19 ALI common share for every one (1) CHI Common share or a total of four hundred nine million seven hundred eighty three thousand seven hundred sixty (409,783,760) ALI common shares, including two hundred ninety one million four hundred sixty three thousand seven hundred eighty four (291,463,784) ALI common shares which ALI will issue to itself in exchange of its shares held in CHI.

The following are the swap ratios for the other constituent corporations:

AiO - 3.29 ALI shares for every 1 AiO share or 22,244,842 ALI Common Shares
ASCVC - 0.0255 ALI share for every 1 ASCVC share or 58,917,750 ALI Common Shares
CBDI - 29.67 ALI share for every 1 CBDI share or 118,680,000 ALI Common Shares
Basis upon which the exchange ratio was determined

Net Asset Values of ALI, CHI, AiO, ASCVC and CBDI.
Number of shares subject of the merger

2,156,756,631 issued and outstanding Common shares of CHI
676,135 and 6,085,215 issued and outstanding Common and Preferred shares, respectively of AiO
231,050 and 2,079,450 issued and outstanding Common and Preferred shares, respectively of ASCVC
400,005 and 3,599,995 issued and outstanding Common and Preferred shares, respectively of CBDI
Timetable

Effective immediately upon approval by the SEC
Conditions precedent to closing of the transaction, if any

Approval of the SEC.
Procedures for exchange

Through the stock transfer agent
Description of the company subject of the transaction
Nature and business

Please see attached Annex A
Discussion of major projects and investments

Please see attached Annex A
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
Please see attached Annex A --

Capital structure

Authorized capital stock
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annex A - -
Subscribed Shares
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annex A - -
Paid-Up Capital
Amount Please see attached Annex A
Number of Shares -
Issued Shares
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annex A - -
Outstanding Shares
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annex A - -
Par Value
Type of Security /Stock Symbol Amount
Please see attached Annex A -
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Please see attached Annex A - -
Board of Directors
Name (Regular or Independent)
Please see attached Annex A -
Principal Officers
Name Position/Designation
Please see attached Annex A -
Effect(s)/impact on the business, financial condition and operations of the Issuer

The Company will issue new common shares as consideration of the merger. The Company’s outstanding common shares after the merger will be 14,848,715,575 shares with details as follows:

Outstanding common shares before the merger – 14,730,395,599
Additional shares to be issued to CHI shareholders as a result of the merger – 409,783,760 shares, inclusive of 291,463,784 common shares the Company will issue to itself in exchange of its shares held in CHI
Additional shares to be issued to AiO, ASCVC and CBDI as a result of the merger – 199,842,592, all of which will be issued by the Company to itself in exchange of its shares held in AiO, ASCVC and CBDI.

The Company’s resulting outstanding common shares after the merger, net of treasury shares will be 14,848,715,575.
The Company’s outstanding preferred shares will remain at 13,066,494,759, before and after the merger.
Other Relevant Information

The Plan of Merger will be submitted in due course.

This disclosure is being amended to provide the description of for all the companies subject of the transaction.
Filed on behalf by:
Name Michelle Valbuena
Designation Compliance Manager