C06361-2024

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)
Sep 30, 2024
2. SEC Identification Number
108270
3. BIR Tax Identification No.
000-768-991-000
4. Exact name of issuer as specified in its charter
GOLDEN MV HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
San Ezekiel, C5 Extension, Las Piñas City Postal Code 1746
8. Issuer's telephone number, including area code
8873-2922 / 8873-2543
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 stock 644,117,649
11. Indicate the item numbers reported herein
Item 2. Acquisition or Disposition of Assets

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.

Golden MV Holdings, Inc.HVN

PSE Disclosure Form 5-1 - Substantial Acquisitions 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

The acquisition by Golden MV Holdings, Inc. (the “Company”) of three companies which own an aggregate 396.88 hectares of prime land in Villar City
Background/Description of the Disclosure

On September 30, 2024, the Board of Directors of the Company approved the acquisition of substantially all the issued and outstanding capital stock of Althorp Land Holdings, Inc., Chalgrove Properties, Inc. and Los Valores Corporation legally and/or beneficially owned by Fine Properties, Inc. and Hollinger Holdings Corp. (the “Sellers”), at the aggregate purchase price of Php5,198.7 million (the “Acquisition”).
Date of Approval by Board of Directors Sep 30, 2024
Date of Approval by Stockholders N/A
Other Relevant Regulatory Agency, if applicable Not Applicable
Date of Approval by Relevant Regulatory Agency N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The Company believes the Acquisition will (i) grant the Company access to 396.88 hectares of prime land in Villar City, a visionary development that spans 3,500 hectares across Metro Manila and portions of Cavite; (ii) strengthen the Company’s asset base and position it to play a central role in the Villar City project; (iii) allow the Company to concentrate on the strategic development of the Villar City project and operate complementary development strategies with Vista Land & Lifescapes, Inc.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

The Company will acquire:

a. 499,500 shares equivalent to 99.90% of the total issued and outstanding capital stock of Althorp Land Holdings, Inc. from Hollinger Holdings Corp. (the “ALHI Sale Shares”) at a purchase price of Php100.00 per share or an aggregate purchase price of Php49,950,000.00;

b. 11,999,500 shares of t Chalgrove Properties, Inc. (“CPI”) from Fine Properties, Inc. (the “CPI Sale Shares”) at a purchase price of ~Php427.08 per share or an aggregate purchase price of Php5,124,743,473.12 and the subscription rights to 1,250,000 shares of CPI (the “CPI Subscription Rights”) in consideration for the assumption by the Company of the subscription payable to CPI. The CPI Sale Shares and CPI Subscription Rights is equivalent to 99.99% of the total issued and outstanding capital stock of CPI ; and

c. 240,000 shares of Los Valores Corporation (“LV”) from Fine Properties, Inc. (the “LV Sale Shares”) at a purchase price of Php100.00 per share or an aggregate purchase price of Php24,000,000 and the subscription rights to 750,000 shares of LV (the “LV Subscription Rights”) in consideration for the assumption by the Company of the subscription payable to LV. The LV Sale Shares and the LV Subscription Rights are equivalent to 99% of the total issued and outstanding capital stock of LV.

(collectively the “Acquisition”).

The aggregate purchase price for the Acquisition is Php5,198.7 million (the “Purchase Price”). The Purchase Price is based on the aggregate book value of CPI and LV as of December 31, 2023 and ALHI as of June 30, 2024.

The Deeds of Absolute Sale and Deeds of Assignment of Subscription Rights (as applicable) covering the Acquisition has been executed on September 30, 2024. Upon execution of the foregoing, the Company acquired beneficial ownership over the ALHI Sale Shares, the CPI Sale Shares, and the LV Sale Shares. The stock certificates covering the shares for each acquired company will be transferred to the Company and will be recorded in their respective stock transfer books upon the issuance by the Bureau of Internal Revenue of the Certificate Authorizing Registration for the relevant shares.
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
Hollinger Holdings Corp Holding Company Hollinger Holdings Corp. is the parent company and principal shareholder of Fine Properties, Inc., Mr. Manuel B. Villar, Chairman of the Company is the principal shareholder of Hollinger Holdings Corp. Ms. Cynthia J. Javarez, the President of the Company, is also the President of Hollinger Holdings Corp. Atty. Gemma M. Santos, the Corporate Secretary of the Company is also the Corporate Secretary of Hollinger Holdings Corp.
Fine Properties, Inc Holding Company Fine Properties, Inc. is the parent company and principal shareholder of the Company. Mr. Manuel B. Villar, Chairman of the Company is the principal shareholder of Fine Properties, Inc.; Ms. Cynthia J. Javarez, President of the Company is also the President of Fine Properties, Inc. Mr. Manuel Paolo A. Villar, a Director of the Company is also a Director of Fine Properties, Inc.
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)

o ALHI Sale Shares; Purchase price of Php100.00 per share or an aggregate purchase price of Php49,950,000.00;

o CPI Sale Shares: Purchase price of ~Php427.08 per share or an aggregate purchase price of Php5,124,743,473.12

o LV Sale Shares: Purchase price of Php100.00 per share or an aggregate purchase price of Php24,000,000.

The aggregate purchase price for the Acquisition is Php5,198.7 million payable based on a payment schedule to be agreed by the parties.

In addition, the consideration for the CPI Subscription Rights and the LV Subscription Rights is the assumption by the Company of the subscription payable to CPI and LV, respectively.
Basis upon which the amount of consideration or value of the transaction was determined

The Purchase Price is based on the aggregate book value of CPI and LV as of December 31, 2023 and ALHI as of June 30, 2024.
The number of shares to be acquired Refer to Item 1 in the other relevant information
Ratio/percentage to total outstanding capital stock -
Terms of payment

Payment schedule to be agreed by the parties.
Conditions precedent to closing of the transaction, if any

None. The stock certificates covering the shares for each acquired company will be transferred to the Company and will be recorded in their respective stock transfer books upon the issuance by the Bureau of Internal Revenue of the Certificate Authorizing Registration for the relevant shares.
Description of the company subject of the transaction
Nature and business

Althorp Land Holdings, Inc. is a corporation duly organized and existing under the laws of the Republic of the Philippines with office address at 3F Starmall Las Pinas CV Starr Ave., Philamlife Village, Pamplona, Las Pinas. The primary purpose of the corporation is a holding company. It owns 25.19 hectares of land in Villar City.

Chalgrove Properties, Inc. is a corporation duly organized and existing under the laws of the Republic of the Philippines with office address at 3L Starmall Las Pinas, CV Starr Avenue, Philam Village, Pamplona, Las Pinas City. The primary purpose of the corporation is to own, lease and operate, manage and administer, alone or jointly with others, one or more hotels and all adjuncts and accessories thereto, including restaurants, bar rooms, barbershops, baths, news and cigar stores, roof gardens and to furnish amusement therefore; to do and perform any and all things for the comfort and convenience and pleasure and amusement of guests in said hotels, hotel-apartments, motorists hotel, motorists court, condominium and inns. It owns 173.79 hectares of land in Villar City.

Los Valores Corporation is a corporation duly organized and existing under the laws of the Republic of the Philippines with office address at LGF Bldg B Evia Lifestyle Center, Daang Hari, Almanza Dos, Las Pinas City. The primary purpose of the corporation is to own, use, improve, develop, subdivide, sell, exchange, lease, and hold for investment or otherwise, real estate of all kinds, including buildings, houses, apartments and other structures, and grant loans and/or assume or undertake or guarantee or secure, whether as solidary obligor, surety, guarantor, or any other capacity either on its general credit or on the mortgage, pledge, deed of trust, assignment, and/or other security arrangement of any or all of its property, the whole or any part of the liabilities and obligations of its parent company, subsidiaries, or investee companies or affiliates, without engaging in the business of a financing company or lending investor. It owns 197.90 hectares of land in Villar City.
Discussion of major projects and investments

Althorp Land Holdings, Inc. owns 25.19 hectares of land in Villar City.
Chalgrove Properties, Inc. owns 173.79 hectares of land in Villar City.
Los Valores Corporation owns 197.90 hectares of land in Villar City.

Villar City, led by the visionary leadership of Manuel B. Villar, Jr., is set to become the "new center of gravity" for Metro Manila. This sprawling integrated development, spanning across 15 cities and municipalities, aims to transform the landscape of urban living. Designed as a convergence of economic, lifestyle, cultural, and leisure activities, Villar City is not just a landmark project but a “city within cities” that aims to redefine modern living and shape the future of the region.
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
NONE N/A

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
ALHI – Common Shares 100,000,000 1,000,000
CPI – Common Shares 5,000,000,000 50,000,000
LV – Common Shares 400,000,000 4,000,000
Subscribed Shares
Type of Security Amount Number of Shares
ALHI – Common Shares 50,000,000 500,000
CPI – Common Shares 1,325,000,000 13,250,000
LV – Common Shares 100,000,000 1,000,000
Paid-Up Capital
Amount Refer to Item 2
Number of Shares -
Issued Shares
Type of Security Amount Number of Shares
ALHI – Common Shares 50,000,000 500,000
CPI – Common Shares 1,325,000,000 13,250,000
LV – Common Shares 100,000,000 1,000,000
Outstanding Shares
Type of Security Amount Number of Shares
ALHI – Common Shares 50,000,000 500,000
CPI – Common Shares 1,325,000,000 13,250,000
LV – Common Shares 100,000,000 1,000,000
Par Value
Type of Security Amount
ALHI – Common Shares 100
CPI – Common Shares 100
LV – Common Shares 100
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Hollinger Holdings, Inc. (ALHI) 499,500 99.90%
Momar M. Santos (ALHI) 100 NIL
Krisma Anne B. Gimenez (ALHI) 100 NIL
Cecilia A. Ramilo (ALHI) 100 NIL
Ma. Teresa P. Tumbaga (ALHI) 100 NIL
Josephine Bartolome (ALHI) 100 NIL
Fine Properties, Inc. (CPI) 13,249,500 99.99%
Momar M. Santos (CPI) 100 NIL
Krisma Anne B. Gimenez (CPI) 100 NIL
Cecilia A. Ramilo (CPI) 100 NIL
Angela Punzalan (CPI) 100 NIL
Josephine Bartolome (CPI) 100 NIL
Fine Properties, Inc. (LV) 990,000 96%
Momar M. Santos (LV) 6,000 NIL
Krisma Anne B. Gimenez (LV) 1,000 NIL
Caren Kay Adolfo (LV) 1,000 NIL
Ma. Teresa P. Tumbaga (LV) 1,000 NIL
Josephine Bartolome (LV) 1,000 NIL
Board of Directors
Name (Regular or Independent)
Momar M. Santos (ALHI) REGULAR
Krisma Anne B. Gimenez (ALHI) REGULAR
Cecilia A. Ramilo (ALHI) REGULAR
Ma. Theresa P. Tumbaga (ALHI) REGULAR
Josephine Bartolome (ALHI) REGULAR
Momar M. Santos (CPI) REGULAR
Krisma Anne B. Gimenez (CPI) REGULAR
Cecilia A. Ramilo (CPI) REGULAR
Angela Punzalan (CPI) REGULAR
Josephine Bartolome (CPI) REGULAR
Momar M. Santos (LV) REGULAR
Krisma Anne B. Gimenez (LV) REGULAR
Caren Kay Adolfo (LV) REGULAR
Ma. Teresa P. Tumbaga (LV) REGULAR
Josephine Bartolome (LV) REGULAR
Principal Officers
Name Position/Designation
Momar M. Santos (ALHI) President
Krisma Anne Gimenez (ALHI) Treasurer
Cecilia A. Ramilo (ALHI) Corporate Secretary
Momar M. Santos (CPI) President
Krisma Anne Gimenez (CPI) Treasurer
Cecilia A. Ramilo (CPI) Corporate Secretary
Momar M. Santos (LV) President
Krisma Anne Gimenez (LV) Treasurer
Caren Cay Adolfo (LV) Corporate Secretary
Effect(s)/impact on the business, financial condition and operations of the Issuer

The Company believes the Acquisition will (i) grant the Company access to 396.88 hectares of prime land in Villar City, a visionary development that spans 3,500 hectares across Metro Manila and portions of Cavite; (ii) strengthen the Company’s asset base and position it to play a central role in the Villar City project; (iii) allow the Company to concentrate on the strategic development of the Villar City project and operate complementary development strategies with Vista Land & Lifescapes, Inc.
Other Relevant Information

ITEM 1

The number of shares to be acquired

a) Althorp Land Holdings: 499,500
b) Chalgrove Properties, Inc.: 11,999,500 shares and subscription rights to 1,250,000 shares
c) Los Valores Corporation: 240,000 shares and subscription rights to 750,000 shares.

Ratio/percentage to total outstanding capital stock

a) Althorp Land Holdings: 99.90%
b) Chalgrove Properties, Inc.: 99.99%
c) Los Valores Corporation: 96%


ITEM 2 - PAID UP CAPITAL

a. Amount
i. ALHI – Common Shares: 50,000,000
ii. CPI – Common Shares: 1,200,000,000
iii. LV – Common Shares: 25,000,000

b. Number of Shares
i. ALHI – Common Shares: 500,000
ii. CPI – Common Shares: 12,000,000
iii. LV – Common Shares: 250,000


Please see attached corporate documents for Chalgrove Properties, Inc.:
a) Certificate of Incorporation;
b) Articles of Incorporation and By-Laws;
c) Latest General Information Sheet;
d) List of subsidiaries and affiliates, with percentage holdings;
e) Capital structure;
f) Organizational structure, including percentage holdings;
g) Board of Directors, principal officers and major shareholders; and
h) Latest audited financial statements.
Filed on behalf by:
Name Kate Cator
Designation Compliance Officer