C01229-2021

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 26, 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, Philippines
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
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 14,730,395,599
Voting Preferred Shares 13,066,494,659
11. Indicate the item numbers reported herein
Item 9 - Other Matters

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 4-2 - 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 the shares of White Knight Holdings, Inc. in Mercado General Hospital, Inc. to Healthway Phillippines, Inc.
Background/Description of the Disclosure

White Knight Holdings, Inc., a wholly-owned subsidiary of Ayala Land, Inc. (“ALI”) entered into a Share Purchase Agreement with Healthway Philippines, Inc. (“HPI”), a wholly-owned subsidiary of Ayala Healthcare Holdings, Inc. to sell its 39.20% share in the outstanding capital stock of Mercado General Hospital, Inc., the holding company for the QualiMed healthcare network of hospitals and clinics, (“MGHI”).
Date of Approval by
Board of Directors		 Oct 19, 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 White Knight Holdings, Inc’s interest in MGHI will allow ALI to redeploy capital and focus on its core businesses.
Details of the acquisition or disposition
Date Feb 26, 2021
Manner

Sale of 28,125,782 common shares and 330,607 preferred shares equivalent to 39.20% of the outstanding capital stock of MGHI.
Description of the company to be acquired or sold

MGHI is a company that owns, controls or has interests in, directly or indirectly, companies that own, operate and manage hospitals, medical and clinical laboratories, and such other enterprises which may have similar or analogous undertaking or dedicated to service in connection therewith, including hospitals and clinics operating under the name and style “QualiMed”, including Daniel Mercado Medical Center, Mercado General Hospital San Jose Del Monte, Inc., Mercado General Hospital Sta. Rosa, Inc., Panay Medical Ventures, Inc., Mercado Ambulatory and Surgical Centers, Inc., DMMC Institute of Health Services, Inc., QualiMed Physicians Associates, Inc., Panay Medical Ventures Rehabilitation Center, Inc., Panay Medical Ventures Eye and Ear Center, Inc. and Iloilo Fertility and Reproductive Care Center, Inc.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 28,456,389
Percentage to the total outstanding shares of the company subject of the transaction 39.2
Price per share Total amount less than 10% of ALI’s total equity
Nature and amount of consideration given or received

Amount in consideration is less than 10% of ALI’s total equity
Principle followed in determining the amount of consideration

Pricing was based on comparable market multiples, discounted cash flow methodology and other relevant financial metrics
Terms of payment

Full payment upon fulfillment of the conditions precedent
Conditions precedent to closing of the transaction, if any

Conditions precedent include: (1) The approval of the amendment of the Articles of Incorporation and By-Laws of MGHI to reflect revisions therein, including the increase in authorized capital stock and creation of voting, cumulative, redeemable and non-participating preferred shares; (2) renewal of relevant permits; and (3) execution of agreements for MGHI subsidiaries to purchase the hospital buildings from Ayala Land, Inc.’s subsidiaries and related companies.
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
Healthway Philippines, Inc. Affiliate
Effect(s) on the business, financial condition and operations of the Issuer, if any

Cash generated from the transaction can be used by ALI for its operations
Other Relevant Information

This disclosure is amended to reflect the closing of the share sale transaction with the fulfilment of the conditions precedent.
Filed on behalf by:
Name Michael Blase Aquilizan
Designation Associate Manager