C05109-2024

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)
Aug 1, 2024
2. SEC Identification Number
34218
3. BIR Tax Identification No.
000-153-610-000
4. Exact name of issuer as specified in its charter
AYALA CORPORATION
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
37F to 39F, Ayala Triangle Gardens Tower 2, Paseo de Roxas cor Makati Avenue, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(02) 7908-3000
9. Former name or former address, if changed since last report
NA
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 620,526,625
Preferred A Shares (Reissued) 5,244,515
Preferred B Series 2 Shares 30,000,000
Voting Preferred Shares 200,000,000
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.

Ayala CorporationAC

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

Ayala Corporation (“AC”) through AC Ventures Holding Corp.(“ACV”), to increase its ownership stake in Globe Fintech Innovations, Inc. (“Mynt”), the operator of GCash, by ~8%.

Background/Description of the Disclosure

AC, through its wholly-owned subsidiary ACV signed a definitive agreement to acquire common shares from existing shareholders equivalent to an additional ~8% ownership stake in Mynt, the operator of the GCash platform, for approximately PhP22.9 billion. This transaction values Mynt at approximately PhP286.4 billion and increases Ayala’s ownership in Mynt to ~13%.

Date of Approval by
Board of Directors
Jul 30, 2024
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

AC’s strategic priority is to rationalize its portfolio and reallocate capital to clear business winners. The increased stake in Mynt allows AC to further benefit from GCash’s success and strong long-term growth potential.

Details of the acquisition or disposition
Date Aug 1, 2024
Manner

AC’s acquisition of secondary common shares equivalent to ~8% of Mynt post-transaction.

Description of the company to be acquired or sold

Mynt is the first and only US$5 billion unicorn in the Philippines. It is a leader in mobile financial services focused on accelerating financial inclusion through mobile money, financial services, and technology. Mynt operates two fintech companies: GXI, the mobile wallet operator of GCash — the #1 Finance Super App in the Philippines, and Fuse Lending, a tech-based lending company that gives Filipinos access to microloans and business loans.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 157,623,446
Percentage to the total outstanding shares of the company subject of the transaction 8
Price per share Php145.372
Nature and amount of consideration given or received

Cash, approximately PhP22.9 billion

Principle followed in determining the amount of consideration

Negotiated price, aligned with market comparables

Terms of payment

Cash payment subject to fulfillment of conditions precedent

Conditions precedent to closing of the transaction, if any

Conditions precedent as are customary for similar 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
Consortium of private equity investors None
Effect(s) on the business, financial condition and operations of the Issuer, if any

The increased stake in Mynt allows AC to further benefit from GCash’s success and strong long-term growth potential.

Other Relevant Information

AC is currently in discussions with a strategic investor which has expressed interest in acquiring a portion of its ownership stake in Mynt subject to completing due diligence and receiving its approvals.

Please see attached press release.

Filed on behalf by:
Name Jose Martin Lopez
Designation Head, Investor Relations