C00359-2022

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 20, 2022
2. SEC Identification Number
34218
3. BIR Tax Identification No.
000-153-610-000
4. Exact name of issuer as specified in its charter
AYALA CORPORATION
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
32F to 35F, Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(02) 7908-3000
9. Former name or former address, if changed since last report
NA
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 619,703,615
Preferred B Series 1 Shares 20,000,000
Preferred B Series 2 Shares 30,000,000
Voting Preferred Shares 200,000,000
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.

Ayala CorporationAC

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Results of the Board of Directors' Meeting
Background/Description of the Disclosure

Please be informed that our Board of Directors, at its regular meeting held today, approved upon the endorsement of our Finance Committee and Risk Management and Related Party Transactions Committee, but subject to compliance with regulatory requirements, the property-for-share swap transaction with Ayala Land, Inc. (“ALI”) and Mermac, Inc. (“Mermac”) whereby the Company and Mermac will transfer certain assets in exchange for common shares to be issued by ALI to each of them.

The assets to be transferred by the Company to ALI (the “AC Assets”) are: its 50% stake in Ayala Hotels, Inc., a joint venture of the Company with ALI that owns the lot leased to Manila Peninsula Hotel, Inc. and is ALI’s partner for Park Central Towers condominium project; its 100% stake in Darong Agricultural and Development Corporation, an operating company with land assets in Davao del Sur, together with AC’s three lots in the same area; its office units at the 32nd to 35th Floors of Tower One and Exchange Plaza with appurtenant parking slots; its lot with improvements in Brgy. Bagumbayan, Quezon City along C5 Road; and its land in Calauan, Laguna.

The AC assets have an aggregate value of PhP17,275,552,273.80 and will be transferred to ALI in exchange for 309,597,711 common shares to be issued by ALI at the subscription price of PhP55.80 per share (the “ALI Shares”). The valuations used are supported by a fairness opinion issued by FTI Consulting Philippines, Inc. (FTI).

AC and ALI engaged FTI, an independent firm accredited by both the Philippine Stock Exchange (“PSE”) and the Securities and Exchange Commission (“SEC”), to issue a fairness opinion in accordance with applicable PSE and SEC requirements, supported by a valuation report of both the AC Assets and ALI Shares. After making a determination that the fair range of values for the AC Assets is from PhP16.58 billion to 22.41 billion and the fair range of values for the ALI Shares is PhP49.44 to 76.50 per ALI Share, and noting the number of shares proposed to be issued to AC, FTI concluded that the transaction is fair from a financial point of view.

AC, ALI, and Mermac are targeting to complete the requirements within the year. Once approved by regulatory bodies, AC's ownership in ALI will increase from 46.1% to 47.2% of ALI’s total outstanding common shares. This transaction forms part of AC’s strategic initiative to increase its ownership stake in ALI. In 2021, AC conducted a share block purchase program of ALI shares.

Details on the execution of the Deed of Exchange and on regulatory approvals will be disclosed subsequently.
Other Relevant Information

Please see attached press release.
Filed on behalf by:
Name Celeste Jovenir
Designation Investor Relations Head