C06852-2024

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)
Oct 29, 2024
2. SEC Identification Number
154675
3. BIR Tax Identification No.
948-229-000
4. Exact name of issuer as specified in its charter
CEBU AIR, INC
5. Province, country or other jurisdiction of incorporation
Cebu City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Basement 2 - R 01 - 02, Robinsons Galleria Cebu, General Maxilom corner S. Osmena Boulevard, Barangay Tejera, Cebu City Postal Code 6000 Postal Code 6000
8. Issuer's telephone number, including area code
0288027084
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 624,436,133
Convertible Preferred 309,471,601
11. Indicate the item numbers reported herein
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.

Cebu Air, Inc.CEB

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

Cebu Air, Inc. (“CEB”) has entered into an agreement with 1Aviation Groundhandling Services, Corp. (“1AV”) to facilitate a debt-to-equity conversion.
Background/Description of the Disclosure

CEB has signed a Deed of Assignment of Credit and Subscription with 1AV for the assignment of credit and subscription to One Million One Hundred Thirty Thousand (1,130,000) shares, each with a par value of One Hundred Pesos (Php 100) per share, amounting to a total of One Hundred Thirteen Million Pesos (Php 113,000,000). The subscription of additional shares arose from the agreement of the 1AV stockholders to convert certain shareholder loans and advances into equity/common stock (the "Debt-to-Equity Conversion").

The Debt-to-Equity Conversion will increase CEB's ownership stake in 1AV from currently 40% to 60%.

These shares will be issued from the total unissued shares of 1AV.
Date of Approval by
Board of Directors		 Oct 29, 2024
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The Debt-to-Equity Conversion arises from certain loans and advances extended by the stockholders to 1AV in the total amount One Hundred Fifty Million Pesos (Php 150,000,000). All parties agreed to convert the same into equity, with CEB’s debt portion at One Hundred Thirteen Million Pesos (Php 113,000,000). As a result, CEB will acquire a 60% ownership stake in 1AV, while also strengthening 1AV’s financial position by reducing its liabilities.

As a majority owner, CEB can integrate 1AV's services more seamlessly with its operations, creating synergies that could reduce operational costs and improve service quality, particularly in groundhandling and logistical support.
Details of the acquisition or disposition
Date Oct 29, 2024
Manner

Assignment of credit and additional subscription to the shares of 1AV.
Description of the company to be acquired or sold

1AV is one of the leading providers of ground handling services in the Philippines. Founded in March 01, 2018, 1AV is currently present in 34 airports across the Philippines with 6,224 employees, and continues to expand its operations supporting the country's largest airline and other international carrier.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 1,130,000
Percentage to the total outstanding shares of the company subject of the transaction 60
Price per share 100
Nature and amount of consideration given or received

A portion of the CEB loans and advances in the amount of One Hundred Thirteen Million Pesos (PHP113,000,000) will be converted into 1AV equity by the issuance of an equivalent number of Common Stock.
Principle followed in determining the amount of consideration

Subscription at par value
Terms of payment

Conversion of debt into equity
Conditions precedent to closing of the transaction, if any

This is subject to the necessary approval by the SEC for the application of the debt-to-equity conversion.
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
1Aviation Groundhandling Services, Corp. Joint Venture
Philippine Airport Ground Support Solutions, Inc. None
Jefferson G. Cheng None
Effect(s) on the business, financial condition and operations of the Issuer, if any

The Debt-to-Equity Conversion will reduce 1AV's debt and improve its financial health. At the same time, CEB will increase its equity ownership in 1AV, strengthening its management influence to enable it to more effectively integrate 1AV's services with its operations, to reduce its operational costs while improving its service quality.
Other Relevant Information

The other shareholders, Philippine Airport Ground Support Solutions, Inc. (“PAGSS”) and Mr. Jefferson G. Cheng ("JGC"), have both agreed to convert their outstanding loans in 1AV, amounting to PHP 34,225,000 from JGC and PHP 2,775,000 from PAGSS, respectively, or a total of PHP 37,000,000, into equity through the issuance of 370,000 common shares. As a result of this conversion, PAGSS and JGC will collectively hold a 40% ownership interest in 1AV.
Filed on behalf by:
Name Anne Romadine Tieng
Designation General Counsel and Corporate Secretary