C07904-2024

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)
Dec 11, 2024
2. SEC Identification Number
ASO-94-007160
3. BIR Tax Identification No.
004-450-721-000
4. Exact name of issuer as specified in its charter
ARTHALAND CORPORATION
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
7/F Arthaland Century Pacific Tower, 5th Avenue corner 30th Street, Bonifacio Global City, Taguig City Postal Code 1634
8. Issuer's telephone number, including area code
(+632) 8403-6910
9. Former name or former address, if changed since last report
Not Applicable
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 5,318,095,199
Preferred Shares – Series A 12,500,000
Preferred Shares – Series D 6,000,000
Preferred Shares – Series E 14,000,000
Preferred Shares – Series F 4,964,860
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.

Arthaland CorporationALCO

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

Aquisition of Shares of Bhavana Properties, Inc. ("Bhavana")

Background/Description of the Disclosure

Subscription by the Corporation to 270,000 preferred shares of Bhavana Properties, Inc. (Bhavana) which have a par value of PhP1.00 per share, at the subscription price of Php100.00 per share, or the total amount of PhP27,000,000.00. These shares shall be issued from Bhavana’s authorized capital stock upon full payment of the subscription price on 13 December 2024.

Date of Approval by
Board of Directors
Dec 11, 2024
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

Bhavana will leverage on the additional equity to fund its working capital requirements while ensuring compliance with all its financial covenants.

Details of the acquisition or disposition
Date Dec 13, 2024
Manner

The acquisition is by way of subscription to preferred shares.

Description of the company to be acquired or sold

Bhavana is a majority-owned subsidiary of the Corporation which is presently developing Lucima, the first and only premiere, multi-certified, sustainable high-rise development located in Cebu Business Park at the Corner of Samar Loop Road and Ayala, Hipodromo, Cebu City

The terms and conditions of the transaction
Number of shares to be acquired or disposed 270,000
Percentage to the total outstanding shares of the company subject of the transaction 1.08
Price per share Php100.00
Nature and amount of consideration given or received

Php27,000,000.00 to be paid in cash.

Principle followed in determining the amount of consideration

The consideration was determined based on the net asset value of Bhavana.

Terms of payment

The total consideration will be paid not later than 13 December 2024.

Conditions precedent to closing of the transaction, if any

None.

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
Bhavana Properties, Inc. 60% owned by the Corporation
Effect(s) on the business, financial condition and operations of the Issuer, if any

The Corporation will remain compliant with all its financial covenants.

Other Relevant Information

Attached is the SEC Form 17-C. The disclosure was amended to reflect that the foregoing acquisition of shares closed today.

Filed on behalf by:
Name Margeline Hidalgo
Designation Assistant Corporate Secretary and Legal Counsel