1. Date of Report (Date of earliest event reported)
Jun 9, 2022
2. SEC Identification Number
3. BIR Tax Identification No.
4. Exact name of issuer as specified in its charter
8990 Holdings, Inc
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
11F Liberty Center, 104 HV Dela Costa, Salcedo Village, Makati City, Philippines Postal Code 1200
8. Issuer's telephone number, including area code
9. Former name or former address, if changed since last report
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 5,391,399,020
Series A Preferred Shares 50,000,000
Series B Preferred Shares 37,000,000
Corporate Bonds Series A, B, C 9,000,000,000
11. Indicate the item numbers reported herein

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.

8990 Holdings, Inc.HOUSE

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

Acquisition of 68% of the outstanding common shares of Piccadilly Premier Land, Inc. (“Piccadilly”) by 8990 Holdings, Inc. (“8990”)

Background/Description of the Disclosure

On 09 June 2022, 8990 entered into an Investment Agreement with Piccadilly, RDAK Land, Inc. (“RDAK”), Acrissor Development Corporation (“Acrissor”), and certain individuals for the acquisition by 8990 of 68% of the outstanding common shares of Piccadilly, with the understanding that RDAK and Acrissor will also sell identified assets and liabilities to Piccadilly.

Piccadilly, RDAK, and Acrissor are all esteemed property developers which have successfully completed affordable-priced projects in Cebu City.

Date of Approval by
Board of Directors
Jun 8, 2022
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The transaction is expected to broaden 8990's reach in property development by investing in a company with existing portfolio of affordable-priced projects.

Details of the acquisition or disposition
Date Jun 9, 2022

8990 entered into an Investment Agreement for its acquisition 994,160 common shares, representing an aggregate of 68% of the issued and outstanding capital stock of Piccadilly, for an aggregate consideration of Php88,275,504.26 with the following sellers:

a. RDAK – 438,910 shares
b. Individual shareholders – 555,250 shares

The transaction is a share sale transaction which involves a transfer of assets and liabilities from RDAK and Acrissor to Piccadilly, and the transfer of real estate assets by certain individuals to Piccadilly.

Description of the company to be acquired or sold

Piccadilly is a corporation organized and existing under the laws of the Philippines, which has successfully developed affordable-priced projects in Cebu City.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 994,160
Percentage to the total outstanding shares of the company subject of the transaction 68
Price per share 88.79
Nature and amount of consideration given or received

Php 88,275,504.26 in cash

Principle followed in determining the amount of consideration

Th amount was determined taking into consideration the agreed-upon valuation of Piccadilly together with identified assets and liabilities of RDAK and Acrissor as of March 15, 2022.

Terms of payment

i. The amount of The amount of Php44,137,752.13 or50% of the total purchase price shall be payable upon execution of the Investment Agreement.
ii. The balance of Php44,137,752.13 or the remaining 50% shall be paid upon issuance by the Bureau of Internal Revenue ("BIR") of the Certificate Authorizing Registration of the shares purchased by 8990 from the various selling shareholders and presentment thereof to 8990, execution of the Joint Venture Agreements for Guba, Bayanihan Flats Mactan 1, and Bayanihan Flats Mactan 2, execution of Deeds of
Transfer of all assets in Annex "C" of the Investment Agreement, and full transfer of all assets in Section 4 of the Investment Agreement.

Conditions precedent to closing of the transaction, if any

i. The confirmatory due diligence in respect of Piccadilly having been completed to the satisfaction of 8990;
ii. The certificate authorizing registration of the subject purchased shares have been approved and issued by the BIR district
iii. Consummated transfer of ownership of the properties mentioned in Clause 10.1(kk) of the Investment Agreement to Piccadilly free from all liens and encumbrances,
iv. Other conditions precedent customary to transactions of this nature

Any other salient terms


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
Individual shareholders None
Effect(s) on the business, financial condition and operations of the Issuer, if any

The transaction is expected to expand 8990's footprint in property development.

Other Relevant Information

Please find attached the relevant SEC Form 17-C regarding the acquisition.

Filed on behalf by:
Name Maureen Christine Lizarondo
Designation Account User