C06905-2024

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 30, 2024
2. SEC Identification Number
CEO2536
3. BIR Tax Identification No.
003-828-269-V
4. Exact name of issuer as specified in its charter
ABOITIZ EQUITY VENTURES INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
32nd Street, Bonifacio Global City, Taguig City, Metro Manila, Philippines Postal Code 1634
8. Issuer's telephone number, including area code
(02) 8 886-2800
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 P1 Par Value 5,553,805,057
Amount of Debt Outstanding (As of June 30, 2024) 384,564,392,000.00
11. Indicate the item numbers reported herein
Item 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.

Aboitiz Equity Ventures, Inc.AEV

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

Aboitiz InfraCapital Inc. (AIC) assumes 100% ownership in GMR Megawide Cebu Airport Corporation (now, Aboitiz GMR Megawide Cebu Airport Corporation or AGMCAC) after the Exchangeable Notes issued by Megawide Construction Corporation (Megawide) and GAIBV Airports International B.V. (GAIBV) matured on 30 October 2024.
Background/Description of the Disclosure

On 30 October 2024, the Exchangeable Notes issued to AIC by GAIBV and Megawide matured. Upon maturity, these notes, cumulatively valued at Php 15,526,400,000.00, were converted into 5,286,632,513 common shares, representing the remaining 66 and 2/3% plus 1 share of the outstanding capital stock of AGMCAC, the developer and operator of Mactan-Cebu International Airport. On and from 30 October 2024, AIC shall be the legal and beneficial owner of 7,929,948,768 of the issued and outstanding capital stock of AGMCAC representing 100% equity stake of GMCAC.
Date of Approval by
Board of Directors		 Aug 19, 2022
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The transaction is aligned with AIC’s strategic direction to build on its presence in the airport sector.
Details of the acquisition or disposition
Date Oct 30, 2024
Manner

Upon completion of the conditions precedent and on Closing Date (16 December 2022):

1. For a total amount of Php 9,473,600,000.00, AIC acquired an equity interest of 33 and 1/3% minus 1 share of the outstanding capital stock of AGMCAC; Megawide retained 33 and 1/3% plus 1 share, while GAIBV retained 33 and 1/3%; and

2. Megawide and GAIBV issued Exchangeable Notes in favor of AIC in the total amount of Php 15,526,400,000.00 (the “Exchangeable Notes”).

The Exchangeable Notes matured on Exchange Date (30 October 2024), and were converted by AIC for the remaining 66 and 2/3% plus 1 share of AGMCAC’s outstanding capital stock, effectively bringing AIC’s equity stake in AGMCAC to 100%.
Description of the company to be acquired or sold

AGMCAC is engaged in the development and operations of airport facilities.
The terms and conditions of the transaction
Number of shares to be acquired or disposed -
Percentage to the total outstanding shares of the company subject of the transaction -
Price per share Php 3.7182 (or PhP 3.72)
Nature and amount of consideration given or received

Cash payment of Php 9,473,600,000.00 total consideration for 33 and 1/3% minus 1 share of the outstanding capital stock of AGMCAC equity infusion to AGMCAC; and

The amount of Php 15,526,400,000.00 to be provided upon issuance of Exchangeable Notes.
Principle followed in determining the amount of consideration

Valuation undertaken by AIC following due diligence review of AGMCAC’s assets.
Terms of payment

On Closing Date (16 December 2022):

1. Cash payment of Php 9,473,600,000.00 total consideration for 33 and 1/3% minus 1 share of the outstanding capital stock of AGMCAC equity infusion to AGMCAC; and
2. The amount of Php 15,526,400,000.00 to be provided upon issuance of Exchangeable Notes.

The Exchangeable Notes matured on Exchange Date (30 October 2024), and were converted by AIC for the remaining 66 and 2/3% plus 1 share of AGMCAC’s outstanding capital stock, effectively bringing AIC’s equity stake in AGMCAC to 100%.
Conditions precedent to closing of the transaction, if any

Customary closing conditions, including amongst others: (i) completion of any applicable PCC process; (ii) AGMCAC lenders’ consent.
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
Megawide Construction Corporation (Megawide) None
GAIBV Airports International, B.V. (GAIBV) None
Effect(s) on the business, financial condition and operations of the Issuer, if any

Expected to diversify AEV revenue streams into the airports business, which in turn should benefit from the increased mobility and consumer spending arising from the recovery of the Philippine economy as well as local and global travel.
Other Relevant Information

Number of shares to be acquired or disposed:

- 2,643,316,255 common shares upon Closing Date; and
- 5,286,632,513 common shares through Exchangeable Notes, maturing on 30 October 2024.

Percentage to the total outstanding shares of the company subject of the transaction:
- 33 and 1/3% minus 1 share upon Closing Date; and
- 66 and 2/3% plus 1 share through Exchangeable Notes, maturing on 30 October 2024.

The relevant disclosure dated 16 December 2022 was amended to reflect the following:

(i) The maturity and conversion of the Exchangeable Notes on 30 October 2024, and
(ii) The change in the name of GMR Megawide Cebu Airport Corporation which is now, Aboitiz GMR Megawide Cebu Airport Corporation or AGMCAC.

Please see attached Press Release.
Filed on behalf by:
Name Sammy Dave Santos
Designation Senior Associate General Counsel