C05772-2022

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)
Aug 1, 2022
2. SEC Identification Number
16342
3. BIR Tax Identification No.
000-169-020-000
4. Exact name of issuer as specified in its charter
SM Investments Corporation
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
10th Floor, One E-com Center, Harbour Drive, Mall of Asia Complex, Pasay City Postal Code 1300
8. Issuer's telephone number, including area code
(632) 8857-0105
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 1,226,114,338
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.

SM Investments CorporationSM

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

Merger of Allfirst Equity Holdings, Inc. (Allfirst) and SM Investments Corporation (SMIC), with SMIC as surviving entity
Background/Description of the Disclosure

On August 1, 2022, SM Investments Corporation (SMIC) received the approval from the Securities and Exchange Commission (SEC) on the merger of SMIC and Allfirst Equity Holdings, Inc., with SMIC as surviving corporation. Please refer to the attached Certificate of Filing of the Articles and Plan of Merger issued by the SEC on July 29, 2022.
Date of Approval by Board of Directors Apr 1, 2022
Date of Approval by Stockholders Apr 27, 2022
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 Jul 29, 2022
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

To invest directly in clean renewable energy-related production, which is a national priority and aligned with SMIC’s commitments to environmental stewardship and to tackling climate change.

To additionally create value for SMIC’s minority shareholders and ensure alignment of the interests of all shareholders in the geothermal property.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

Merger of Allfirst and SMIC, with SMIC as the surviving entity as approved by the Board of Directors on 1 April 2022.

The timetable for implementation of the merger shall be based on the regulatory approval of the Securities and Exchange Commission (SEC).
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
SM Investments Corporation SMIC is a leading Philippine company that is invested in market-leading businesses in retail, banking, and property. It also invests in ventures that capture high growth opportunities in the emerging Philippine economy. --
Allfirst Equity Holdings, Inc. Allfirst is the parent company of Philippine Geothermal Production Company, Inc. which carries on the general business of development and utilization of minerals, mineral oils, geothermal and other similar products. SMIC has 19% ownership in Allfirst. Mr. Harley T. Sy, shareholder and director of SMIC, is a director and has 26.91% equity ownership in Allfirst. Ms. Elizabeth T. Sy, shareholder of SMIC, is a director and has 26.91% equity ownership in Allfirst. Mr. Hans T. Sy, shareholder of SMIC, has 26.92% equity ownership in Allfirst. Mr. Frederic D. DyBuncio, President and CEO of SMIC, owns 1 qualifying share as nominee director in Allfirst.
Terms and conditions of the transaction
Plan of merger

SMIC to issue 43 SMIC common shares in exchange for one (1) Allfirst common share or a total of 21.5M SMIC common shares, subject to fairness opinion by an independent appraiser. Out of the 21.5M SMIC common shares, 4.0M shares will be issued by SMIC to itself, and treated as treasury shares, and 17.4M shares will be issued to the other shareholders of Allfirst.
Ratio of exchange of shares

SMIC to issue 43 SMIC common shares in exchange for one (1) Allfirst common share or a total of 21.5M SMIC common shares, subject to fairness opinion by an independent appraiser. Out of the 21.5M SMIC common shares, 4.0M shares will be issued by SMIC to itself, and treated as treasury shares, and 17.4M shares will be issued to the other shareholders of Allfirst.
Basis upon which the exchange ratio was determined

Estimated appraised net asset value of Allfirst vs SMIC 60-day VWAP as of 31 March 2022
Number of shares subject of the merger

21.5M SMIC shares subject to fairness opinion by an independent appraiser
Timetable

The timetable for implementation of the merger cannot be fixed as the same is subject to regulatory approval of the SEC.

SMIC and Allfirst, however, expect to complete the transaction by the third quarter of 2022.
Conditions precedent to closing of the transaction, if any

Approval by stockholders of both SMIC and Allfirst.

Final approval of the merger by SEC.
Procedures for exchange

TBA
Description of the company subject of the transaction
Nature and business

Allfirst is the parent company of Philippine Geothermal Production Company, Inc. which carries on the general business of development and utilization of minerals, mineral oils, geothermal and other similar products.
Discussion of major projects and investments

N/A
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
Philippine Geothermal Production Company, Inc. (effective ownership) 100

Capital structure

Authorized capital stock
Type of Security /Stock Symbol Amount Number of Shares
Common 50,000,000.00 500,000
Subscribed Shares
Type of Security /Stock Symbol Amount Number of Shares
Common 50,000,000.00 500,000
Paid-Up Capital
Amount 50,000,000.00
Number of Shares 500,000
Issued Shares
Type of Security /Stock Symbol Amount Number of Shares
Common 50,000,000.00 500,000
Outstanding Shares
Type of Security /Stock Symbol Amount Number of Shares
Common 50,000,000.00 500,000
Par Value
Type of Security /Stock Symbol Amount
Common 100.00
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
SM Investments Corporation 94,999 19
Hans T. Sy 134,584 26.92
Elizabeth T. Sy 134,583 26.91
Harley T. Sy 134,583 26.91
Adelia C. Cua 625 0.13
Asuncion J. Yap 625 0.13
Frederic C. Dybuncio 1 0
Board of Directors
Name (Regular or Independent)
Frederic C. DyBuncio Regular
Elizabeth T. Sy Regular
Harley T. Sy Regular
Adelia C. Cua Regular
Asuncion J. Yap Regular
Principal Officers
Name Position/Designation
Frederic C. DyBuncio Chairman/President
Elizabeth T. Sy Vice President
Elizabeth Anne C. Uychaco Treasurer
Arthur A. Sy Corporate Secretary
Effect(s)/impact on the business, financial condition and operations of the Issuer

The transaction will bring SMIC’s ownership in Allfirst to 100%. The merger is expected to be EPS-accretive to shareholders of SMIC.
Other Relevant Information

Earlier disclosure is being amended to indicate Date of Approval by Securities and Exchange Commission.
Filed on behalf by:
Name Elmer Serrano
Designation Corporate Secretary