Remarks C08441-2021

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)
Dec 16, 2021
2. SEC Identification Number
157912
3. BIR Tax Identification No.
000-551-890-000
4. Exact name of issuer as specified in its charter
Cebu Holdings, Inc.
5. Province, country or other jurisdiction of incorporation
Cebu, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
20th Floor, Ayala Center Cebu Tower, Bohol Street, Cebu Business Park, Cebu City Postal Code 6000
8. Issuer's telephone number, including area code
(63-32) 888-3700
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 2,156,756,631
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.

Cebu Holdings, IncorporatedCHI

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 Cebu Holdings, Inc. (CHI) and other subsidiaries/affiliates with Ayala Land, Inc. (ALI)
Background/Description of the Disclosure

The Securities and Exchange Commission’s approval of the merger of Cebu Holdings, Inc. (CHI), Asian I-Office Properties, Inc. (AiO), Arca South Commercial Ventures Corp. (ASCVC), and Central Block Developers Inc. (CBDI), with and into ALI, with ALI as the surviving entity (the “Merger”). The Merger shall be effective upon the Securities and Exchange Commission’s (SEC) approval.
Date of Approval by Board of Directors Feb 22, 2021
Date of Approval by Stockholders Apr 14, 2021
Other Relevant Regulatory Agency, if applicable Bureau of Internal Revenue
Date of Approval by Relevant Regulatory Agency N/A
Date of Approval by Securities and Exchange Commission Dec 16, 2021
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 SEC has approved and made effective on December 16, 2021 the merger of CHI, AiO, ASCVC and CBDI with and into ALI, with ALI as the surviving entity (the “Merger”). ALI shall be the surviving entity in the Merger and shall possess all the rights, privileges and immunities of CHI, AiO, ASCVC and CDBI (the “Absorbed Corporations”), and all properties and liabilities, and all and every other interest of or belonging to the Absorbed Corporations shall be taken and deemed transferred to ALI without further act or deed.

ALI shall secure approval from the Philippine Stock Exchange’s (PSE), for the additional listing of shares to cover the shares to be issued pursuant to the Merger.

Though not a condition precedent to the effectivity of the Merger, ALI shall secure from the Bureau of Internal Revenue (BIR), the Certificates Authorizing Registration (CAR) for the registration in its name, of the real properties and shares of stock of the absorbed corporations, as applicable.

ALI endeavors to complete the process of securing the PSE approval for the additional listing of shares and secure from the BIR the CARs within the 1st half of 2022.

The Philippine Competition Commission, in its letter dated March 17, 2021, confirmed that the merger appears to be qualified as internal restructuring and therefore, exempt from compulsory notification.
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
Cebu Holdings, Inc.(CHI) Real Estate N/A
Ayala Land, Inc. (ALI) Real Estate ALI owns 71.13% of CHI
Asian I-Office Properties, Inc. Real Estate Wholly-owned Subsidiary of CHI
Arca South Commercial Ventures Corp. Real Estate Wholly-owned Subsidiary of ALI/ Affiliate of CHI
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 common shares will be issued to the stockholders of the Absorbed Corporations, as follows:

CHI - 0.19 ALI common share for every 1 CHI issued and outstanding share with a resulting 409,783,760 ALI common shares to be issued. Out of the 409,783,760 new ALI Common Shares, 291,463,784 shares will be issued by ALI to itself, and treated as Treasury Shares and 118,319,976 shares to the other stockholders of CHI.

AiO - 3.29 ALI common share for every 1 AiO issued and outstanding share with a resulting 22,244,841 ALI common shares which will be issued to itself and shall be treated as Treasury Shares.

ASCVC - 0.0255 ALI common share for every 1 ASCVC issued and outstanding share with a resulting 58,917,750 ALI common shares will be issued to itself and shall be treated as Treasury Shares.

CBDI – 24.17 ALI common share for every 1 CBDI issued and outstanding share with a resulting 118,680,000 ALI common shares which will be issued to itself and shall be treated as Treasury Shares.
Ratio of exchange of shares

ALI common shares will be issued to the stockholders of the Absorbed Corporations, as follows:

CHI - 0.19 ALI common share for every 1 CHI issued and outstanding share with a resulting 409,783,760 ALI common shares to be issued. Out of the 409,783,760 new ALI Common Shares, 291,463,784 shares will be issued by ALI to itself, and treated as Treasury Shares and 118,319,976 shares to the other stockholders of CHI.

AiO - 3.29 ALI common share for every 1 AiO issued and outstanding share with a resulting 22,244,841 ALI common shares which will be issued to itself and shall be treated as Treasury Shares.

ASCVC - 0.0255 ALI common share for every 1 ASCVC issued and outstanding share with a resulting 58,917,750 ALI common shares will be issued to itself and shall be treated as Treasury Shares.

CBDI – 24.17 ALI common share for every 1 CBDI issued and outstanding share with a resulting 118,680,000 ALI common shares which will be issued to itself and shall be treated as Treasury 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

2,310,500,000 issued and outstanding Common Shares of ASCVC

6,761,350 issued and outstanding Common Shares of AiO

4,909,310 issued and outstanding Common Shares and Preferred Shares of CBDI
Timetable

On December 16, 2021, the SEC approved the merger of CHI, AiO, CBDI and ASCVC, with and into ALI, with ALI as the surviving entity.
Conditions precedent to closing of the transaction, if any

The Merger shall be effective upon SEC’s approval of the Merger.
Procedures for exchange

As soon as reasonably practicable after the effective date of the Merger, ALI’s Corporate Secretary shall send to each former stockholder of the Absorbed Corporations instructions relating to the surrender of their shares of stock/stock certificates for cancellation, as applicable.

The procedure for exchange will be submitted in due course.
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

CHI will cease to exist upon the implementation of the Plan of Merger. The shares held by the stockholders of the Company as of record date of the Merger, will be exchanged for ALI common shares in accordance with the ratio of 0.19:1. ALI, as the Surviving Corporation, shall continue to possess all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a corporation under the Revised Corporation Code. ALI shall thereupon and thereafter possess all the rights, privileges and immunities of the Absorbed Corporations, and all property, real or personal, and all receivables due on whatever account, including subscriptions to shares and other choses in action, and all and every other interest of, or belonging to, or due to the Absorbed Corporations shall be taken and deemed to be transferred to and vested in ALI without further act or deed. Moreover, ALI shall be responsible and liable for all the liabilities and obligations of the Absorbed Corporations, in the same manner as if ALI had itself incurred such liabilities and obligations, and any pending claim, action or proceeding brought by or against any of the Absorbed Corporations may be prosecuted by or against ALI, as the case may be. Neither the lawful rights of creditors nor any valid lien upon the property of the Constituent Corporations shall be impaired by the Merger.
Other Relevant Information

This disclosure is being amended to update the date of approval by the stockholders of the Plan of Merger and to inform our stockholders of our filing of the Plan of Merger with SEC on April 29, 2021.

This disclosure is being amended further to report the approval of the Securities and Exchange Commission of the Certificate of Filing of the Articles and Plan of Merger on December 16, 2021.

The attached document is the SEC Certificate of Filing of the Articles and Plan of Merger, with the attached Articles and Plan of Merger.
Filed on behalf by:
Name MICHELLE MARIE VALBUENA
Designation COMPLIANCE MANAGER