C00653-2023

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 25, 2023
2. SEC Identification Number
0000086335
3. BIR Tax Identification No.
000-417-352-000
4. Exact name of issuer as specified in its charter
Monde Nissin Corporation
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Felix Reyes Street, Barangay Balibago, City of Santa Rosa, Laguna Postal Code 4026
8. Issuer's telephone number, including area code
+63277597595
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 17,968,611,496
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.

Monde Nissin CorporationMONDE

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

Monde Nissin Corporation’s (“MONDE’s”) and Figaro Coffee Group, Inc.’s (“FCG’s”) agreement for MONDE to acquire 820,268,295 new common shares of FCG
Background/Description of the Disclosure

Subject to the execution of the relevant transaction document (i.e., a subscription agreement) within the next ten (10) business days, MONDE will subscribe to 820,268,295 common shares of FCG out of FCG’s unissued authorized capital stock (the “Subscription Shares”), for an aggregate subscription price of PhP820,268,295.00.
Date of Approval by
Board of Directors		 Jan 25, 2023
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

Provide MONDE exposure to the food service sector which it views as a potentially attractive avenue for further growth both here and abroad. MONDE also believes it can leverage its scale to enhance the procurement capabilities of the rapidly-growing business of FCG.
Details of the acquisition or disposition
Date TBA
Manner

Under relevant transaction documents to be executed upon closing, MONDE shall subscribe to 820,268,295 common shares out of the unissued authorized capital stock of FCG for an aggregate subscription price of PhP820,268,295.00 within the next ten (10) business days. Upon closing, MONDE will hold 15% of the then issued and outstanding capital stock of FCG.
Description of the company to be acquired or sold

FCG is a listed issuer and is a diversified food conglomerate with retail restaurants and branches in the Philippines and abroad, that serve a variety of food offerings and services. FCG wholly-owns Figaro Coffee Systems, Inc. (FCSI), through which it operates and/or franchises a network of restaurants. These include Figaro Coffee, a coffee shop with domestic and international branches; Angel's Pizza, a pizza store chain; Tien Ma's, a Taiwanese cuisine restaurant; The Figaro Group (TFG) Express outlet, a multi-brand kiosk selling the top products of FCSI's other restaurants; and Café Portofino, an outlet which primarily serves beverages and bakery items.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 820,268,295
Percentage to the total outstanding shares of the company subject of the transaction 15
Price per share PhP1.00
Nature and amount of consideration given or received

The total subscription price of PhP820,268,295.00 will be paid by MONDE to FCG by manager’s check or by wire transfer of immediately available funds to a bank account to be designated in writing by FCG.
Principle followed in determining the amount of consideration

Comparison of Sales and Profit Growth of FCG compared to its peer group.
Terms of payment

Full settlement of the subscription price upon closing
Conditions precedent to closing of the transaction, if any

Closing is subject to the customary conditions precedent applicable to share purchase transactions.
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
Figaro Coffee Group, Inc. None
Effect(s) on the business, financial condition and operations of the Issuer, if any

MONDE’s investment in FCG will be treated as a strategic investment. MONDE will work with FCG to identify synergy plans to create value for both companies. MONDE is funding the investment using its operating cash flow.
Other Relevant Information

None.
Filed on behalf by:
Name Jon Edmarc Castillo
Designation Chief Compliance Officer