C04039-2024

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)
Jun 18, 2024
2. SEC Identification Number
CS200900917
3. BIR Tax Identification No.
007213353000
4. Exact name of issuer as specified in its charter
ITALPINAS DEVELOPMENT CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Unit 28C BPI Philamlife Building, 6811 Ayala Avenue, Makati City Postal Code Unit
8. Issuer's telephone number, including area code
(632) 88930328
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 629,568,795
11. Indicate the item numbers reported herein
Item No. 9 - Other Events

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.

Italpinas Development CorporationIDC

PSE Disclosure Form 4-22 - Joint Ventures References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Joint Venture Agreement between IDC Prime Inc., IDC's majority-owned subsidiary, and Messrs. Edwin C. Fabro and Calvin Ryan O. Coherco as well as a Sales & Marketing Agreement between the same Parties
Background/Description of the Disclosure

IDC Prime, Inc., IDC's majority-owned subsidiary, entered into an unincorporated Joint Venture Agreement with Messrs. Edwin C. Fabro and Calvin Ryan O. Coherco for the purpose of developing their property, consisting of 20,000 square meters, located at Mitra Road, Brgy. Sta. monica, Puerto Princesa City, Palawan. The Parties likewise entered into a Sales & Marketing Agreement for the Landowner's share under the JVA.
Date of Approval by Board of Directors Jun 18, 2024
Date of Approval by Stockholders, if applicable N/A
Description and nature of the transaction including the timetable for implementation, and related regulatory requirements

On June 18, 2024, the Board of Directors of IDC Prime Inc. approved the execution of a Joint Venture Agreement with Messrs. Edwin C. Fabro and Calvin Ryan O. Coherco. The Joint Venture Agreement was signed immediately thereafter. The Parties likewise signed a Sales & Marketing Agreement over the Landowner's share under the JVA.

The related regulatory requirements include the necessary licenses, environmental clearance, permits, approvals from the Local Government Unit, DHSUD, public utility companies and other government agencies having authority on mixed use development projects.
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

IDC is growing its project portfolio by farming out the development to its subsidiaries, leaving IDC to explore new locations, negotiate additional joint ventures, and tap diverse funding sources.
Terms and conditions of the joint venture
Amount of investment and/or interest by the parties involved

Messrs. Edwin C. Fabro and Calvin Ryan O. Coherco are contributing the aboce described property consisting of 20,000 square meters. IDC Prime Inc. will develop the same into a mixed use condominium complex, while IDC will provide management and technical oversight. Total project cost is estimated at Php 2.81 Billion.
Provisions on profit-sharing, arrangements on management and operations

Messrs. Edwin C. Fabro and Calvin Ryan O. Coherco will be entitled to 20% of the number of saleable units, while IDC Prime will be entitled to 80% of the saleable units. All development works will be undertaken by IDC Prime. Sales and marketing of all units, including the 20% of Messrs. Edwin C. Fabro and Calvin Ryan O. Coherco, shall likewise be undertaken by IDC Prime.
Conditions precedent to closing of transaction, if any

None
Other salient features of the joint venture agreement

Warranties and obligations of both the Landowners and IDC Prime Inc.
Identity and/or corporate background of the parties to the transaction, including the following
Name Nature of Business Nature of any material relationship with the Issuer and the parties to the joint venture, their directors/officers or any of their affiliates
IDC Prime Inc. real estate development majority-owned subsidiary of IDC
Mr. Edwin C. Fabro landowner no relation to IDC or IDC Prime Inc.
Mr. Calvin Ryan Coherco landowner no relation to IDC or IDC Prime Inc.
Effect(s) on the business, financial condition and operations of the Issuer, if any

With development to be undertaken by its majority-owned subsidiary, IDC will be free to explore new locations, negotiate additional joint venture, and tap diverse funding sources. At the same time, IDC Prime Inc. projects gross profit margin of 52.55%.
Other Relevant Information

The date of approval of the Board of Directors indicated above is the date of approval of the Board of IDC Prime Inc. No approval by the Board of IDC is necessary since IDC is not a party to the joint venture.

Statements on total project costs and gross profit margins are estimates, and based on current plans, targets and projections, and are subject to inherent risks, undertainties and other factors which could cause actual results to differ materially from the future results expresssed or implied by such statements. Actual future costs, gains or losses could differ materially from those that have been estimated.
Filed on behalf by:
Name Aleli Cordero
Designation Legal Counsel/Corporate Information Officer