C02255-2023

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)
Mar 27, 2023
2. SEC Identification Number
34001
3. BIR Tax Identification No.
000-708-174-000
4. Exact name of issuer as specified in its charter
BDO Unibank, Inc.
5. Province, country or other jurisdiction of incorporation
Metro Manila
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
BDO Corporate Center, 7899 Makati Ave., Makati City Postal Code 0726
8. Issuer's telephone number, including area code
(632) 8840-7000 / 8702-6000
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 5,264,457,392
Preferred 618,000,000
11. Indicate the item numbers reported herein
Item 2

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.

BDO Unibank, Inc.BDO

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 shares in SM Keppel Land, Inc.

Background/Description of the Disclosure

Approval by BDO’s Board of Directors of the purchase of shares in SM Keppel Land, Inc.

Date of Approval by
Board of Directors
Mar 25, 2023
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

In view of Keppel Philippines Properties, Inc.’s and Opon-KE Properties, Inc. (Keppel) decision to divest its investment in SM Keppel Land, Inc. (SMKL), BDO Unibank, Inc., as Keppel’s joint venture partner, has agreed to buy out Keppel’s 50% direct equity ownership in SMKL.

Details of the acquisition or disposition
Date TBA
Manner

Direct purchase of shares

Description of the company to be acquired or sold

SM Keppel Land, Inc. is a company engaged in developing, operating, and managing the property known as the Podium Complex located at ADB Avenue, Ortigas Center, Mandaluyong City.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 254,311,500
Percentage to the total outstanding shares of the company subject of the transaction 50
Price per share Adjusted Net Asset Value at Closing
Nature and amount of consideration given or received

Cash payment based on adjusted net asset value at Closing

Principle followed in determining the amount of consideration

Net asset value at Closing, net of agreed adjustments

Terms of payment

Cash payment at Closing

Conditions precedent to closing of the transaction, if any

The transaction is subject to approval by the Bangko Sentral ng Pilipinas and Philippine Competition Commission and customary closing conditions for transactions of this nature.

Any other salient terms

The shares to be acquired is broken down as follows: 217,910,000 common shares and 36,401,500 redeemable preferred shares of SMKL.

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
Keppel Philippines Properties, Inc. N/A
Opon-KE Properties, Inc. N/A
Effect(s) on the business, financial condition and operations of the Issuer, if any

None, other than consolidation of the financials of SMKL with BDO.

Other Relevant Information

None

Filed on behalf by:
Name Elmer Serrano
Designation Corporate Information Officer