Remarks C00608-2025

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)
Jan 31, 2025
2. SEC Identification Number
AN092-002557
3. BIR Tax Identification No.
002-333-130
4. Exact name of issuer as specified in its charter
The Philippine Stock Exchange, Inc.
5. Province, country or other jurisdiction of incorporation
Republic of the Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
6th to 10th Floors, PSE Tower, 5th Avenue corner 28th Street, Bonifacio Global City, Taguig City Postal Code 1634
8. Issuer's telephone number, including area code
(632) 88764888
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 (Fully Paid) 81,886,358
Common Shares (Subscribed) 283,407
Total 82,169,765
11. Indicate the item numbers reported herein
Item No. 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.

The Philippine Stock Exchange, Inc.PSE

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

Signing of agreements for the acquisition of Philippine Dealing System Holdings Corp. (“PDSHC”)

Reason for amendment:
Closing of the transactions under the Share Purchase Agreement with AIA Philippines Life and General Insurance Company Inc. (“AIA”)
Background/Description of the Disclosure

On December 26, 2024, the Company entered into agreements for the acquisition of shares of PDSHC:

1. Term Sheet with the Bankers Association of the Philippines (“BAP”), for itself and on behalf of BAP Data Exchange, Inc. and certain member-banks, whereby the Company agreed to purchase and BAP agreed to sell up to 1,802,094 common shares of stock of PDSHC, equivalent to 28.8335% of the total issued and outstanding stock of PDSHC;

2. Share Purchase Agreement with Singapore Exchange Limited (SGX”), whereby the Company agreed to purchase and SGX agreed to sell its 1,250,000 common shares of stock in PDSHC, equivalent to 20% of the total issued and outstanding stock of PDSHC;

3. Share Purchase Agreement with Whistler Technologies Services, Inc. (“WTSI”), whereby the Company agreed to purchase and WTSI agreed to sell its 500,000 common shares of stock in PDSHC, equivalent to 8% of the total issued and outstanding stock of PDSHC;

4. Share Purchase Agreement with San Miguel Corporation (“SMC”), whereby the Company agreed to purchase and SMC agreed to sell its 250,000 common shares of stock in PDSHC, equivalent to 4% of the total issued and outstanding stock of PDSHC;

5. Share Purchase Agreement with Investment House Association of the Philippines (“IHAP”), whereby the Company agreed to purchase and IHAP, for itself and on behalf of its members, agreed to sell 40,672 common shares of stock in PDSHC, equivalent to 0.65% of the total issued and outstanding stock of PDSHC;

6. Share Purchase Agreement with Golden Astra Capital Inc. (“Golden Astra”), whereby the Company agreed to purchase and Golden Astra agreed to sell its 22,536 common shares of stock in PDSHC, equivalent to 0.3606% of the total issued and outstanding stock of PDSHC; and

7. Term Sheet with Mizuho Bank Ltd. (“Mizuho”), whereby the Company agreed to purchase and Mizuho agreed to sell its 5,000 common shares of stock in PDSHC, equivalent to 0.08% of the total issued and outstanding stock of PDSHC.

On December 27, 2024, the Company entered into a Share Purchase Agreement with Financial Executives Institute of the Philippines Research and Development Foundation (“FINEX Foundation”), whereby the Company agreed to purchase and FINEX Foundation agreed to sell its 96,388 common shares of stock in PDSHC, equivalent to 1.54% of the total issued and outstanding stock of PDSHC.

On 17 January 2025, the Company entered into a Share Purchase Agreement with AIA Philippines Life and General Insurance Company Inc. (“AIA”), whereby the Company agreed to purchase and AIA agreed to sell its 250,000 common shares of stock in PDSHC, equivalent to 4% of the total issued and outstanding stock of PDSHC.

On 28 January 2025, the Company entered into a Share Purchase Agreement with BAP, for itself and on behalf of BAP Data Exchange, Inc. and certain member-banks whereby the Company agreed to purchase and BAP agreed to sell 1,163,458 common shares of stock of PDSHC, equivalent to 18.62% of the total issued and outstanding stock of PDSHC.
Date of Approval by Board of Directors Nov 27, 2024
Date of Approval by Stockholders Jul 6, 2024
Other Relevant Regulatory Agency, if applicable Securities and Exchange Commission
Date of Approval by Relevant Regulatory Agency Dec 19, 2023
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

These transactions are part of PSE’s plan to acquire up to 100% of PDSHC to achieve the following:

• Align the Philippine capital market with other markets globally which have a single exchange structure for fixed income and equities. The transaction results in a vertical integration of the depository function within the same group that operates trading, clearing and settlement of listed securities.

• Provide investors with a facility to trade fixed income, equities, and other products in a unified marketplace.

• Provide a single venue in the Philippines for listing and capital-raising, thereby making it easier for companies to tap both equities and debt markets.

• Enhance risk management and achieve operational efficiencies in securities trading, depository, clearing and settlement.

• Enable PSE to develop new products and services (e.g. derivatives) in light of the operational efficiencies and synergies expected to result from the vertical integration.

• Achieve a more efficient integrated market surveillance and monitoring for both equities and fixed income markets for investor protection.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

The transaction is subject to customary closing conditions such as the execution of definitive agreements, required corporate approvals, and delivery of closing certificates.
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
Bankers Association of the Philippines (“BAP”), for itself and on behalf of BAP Data Exchange, Inc. and certain member-banks Association of universal and commercial banks and authorized representative of individual bank shareholders of PDSHC None
Singapore Exchange Limited Securities exchange None
Whistler Technologies Services, Inc. IT services None
San Miguel Corporation Operates in the food, beverage, packing, fuel, oil, energy, infrastructure and banking industries Strategic stockholder of the Company, with board seat
Investment House Association of the Philippines (“IHAP” A non-stock non-profit organization composed of investment houses None
Golden Astra Capital, Inc. Investment company None
Mizuho Bank, Ltd. Banking None
FINEX Research and Development Foundation Research, development, and improvement in the various fields of financial and business management None
AIA Philippines Life and General Insurance Company Inc. Insurance company None
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)

PhpP600.00 per share or a total purchase price of Php2,146,832,400 for all the above-named Sellers.
Basis upon which the amount of consideration or value of the transaction was determined

Based on PDSHC’s enterprise value of Php3.75 Billion.
The number of shares to be acquired 3,578,054 common shares of PDSHC
Ratio/percentage to total outstanding capital stock 57.25
Terms of payment

Payable in full upon fulfillment of closing conditions by the transacting parties.
Conditions precedent to closing of the transaction, if any

Closing is subject to the customary closing conditions such as signing of definitive agreements, the required corporate approvals, and delivery of closing certificates.
Description of the company subject of the transaction
Nature and business

PDSHC is a holding company formed for the purpose of investing in or holding shares of stock in exchange as well as in one or more corporations which provides depository, registry, clearing, settlement, custody, securities borrowing and lending, information technology and other support services for the exchanges or for the other exchanges of securities or monetary transactions or platforms.
Discussion of major projects and investments

N/A
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
Philippine Dealing & Exchange Corp. (PDEx) 100
Philippine Depository & Trust Corp. (PDTC) 97.72

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
Common shares PhP750,000,000.00 7,500,000
Subscribed Shares
Type of Security Amount Number of Shares
Common shares PhP625,000,000.00 6,250,000
Paid-Up Capital
Amount PhP625,000,000.00
Number of Shares 6,250,000
Issued Shares
Type of Security Amount Number of Shares
Common shares PhP625,000,000.00 6,250,000
Outstanding Shares
Type of Security Amount Number of Shares
Common shares PhP625,000,000.00 6,250,000
Par Value
Type of Security Amount
Common Php100.00
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
The Philippine Stock Exchange, Inc. 1,311,4391 20.983
Singapore Exchange Limited 1,250,000 20
Tata Consultancy Services Asia Pacific Pte. Ltd 500,000 8
Whistler Technologies Services, Inc. 500,000 8
San Miguel Corporation 250,000 4
AIA Philippines Life and General Insurance Company Inc. 250,000 4
Philippine National Bank 194,872 3.118
Citicorp Capital Philippines, Inc. 193,824 3.101
Development Bank of the Philippines 192,776 3.084
Financial Executives Institute of the Philippines Research and Development Foundation 192,776 3.084
Bank of the Philippine Islands 175,098 2.802
Metropolitan Bank & Trust Co. 146,309 2.341
BDO Unibank, Inc. 142,518 2.28
Land Bank of the Philippines 134,372 2.15
Rizal Commercial Banking Corp. 97,436 1.559
Social Security System 96,388 1.542
BAP Data Exchange, Inc. 49,991 0.8
Union Bank of the Philippines 49,436 0.791
Bankers Association of the Philippines 41,262 0.66
China Banking Corporation 36,936 0.591
Bank of Commerce 28,792 0.461
Philippine Bank of Communications 28,790 0.461
Philippine Trust Company 28,790 0.461
Security Bank Corporation 28,790 0.461
The Hong Kong and Shanghai Banking Corporation, Ltd. 28,790 0.461
Golden Astra Capital, Inc. 22,536 0.361
Bank of America NT & SA 21,290 0.341
Standard Chartered Bank 20,646 0.33
East West Banking Corp. 13,146 0.21
Maybank Philippines, Inc. 13,146 0.21
PDIC ITF Export and Industry Bank, Inc. 13,146 0.21
Philippine Veterans Bank 13,146 0.21
MUFG Bank, LTD. 12,500 0.2
Deutsche Bank AG 12,500 0.2
ING Bank N.V. 12,500 0.2
ANZ Bank 10,000 0.16
Philippine Deposit Insurance Corp. 8,146 0.13
United Overseas Bank – Westmont Bank 8,146 0.13
Asia United Bank 5,000 0.08
Bangkok Bank Public Co. Inc. 5,000 0.08
Bank of China (Manila Branch) 5,000 0.08
BDO Private Bank, Inc. 5,000 0.08
CTBC Bank (Philippines) Corp. 5,000 0.08
JP Morgan Chase Bank 5,000 0.08
Korea Exchange Bank 5,000 0.08
Mega International Commercial Bank Co. Ltd. 5,000 0.08
Mizuho Bank, Ltd. (formerly Mizuho Corporate Bank) 5,000 0.08
United Overseas Bank 5,000 0.08
IHAP ITF EBC Investment Inc. 4,031 0.064
IHAP ITF SMBC Metro Investment Corp. 4,031 0.064
IHAP ITF AB Capital and Investment Corp. 4,030 0.064
IHAP ITF BNP Paribas Investment (Phils) Inc. 4,030 0.064
IHAP ITF Investment & Capital Corp. of the Philippines 4,030 0.064
IHAP ITF Maybank ATR Kim Eng Capital Partners Inc. (now Maybank Capital, Inc.) 4,030 0.064
IHAP ITF Multinational Investment Bancorporation 4,030 0.064
IHAP ITF PCI Capital Corporation 4,030 0.064
IHAP ITF PentaCapital Investment Corporation 4,030 0.064
IHAP ITF Philippine Commercial Capital Inc. 4,030 0.064
IHAP ITF Philippine National Bank 4,030 0.064
IHAP ITF RCBC Capital Corporation 4,030 0.064
IHAP ITF Unicapital Inc. 4,030 0.064
IHAP ITF United Pacific Capital Corp. 4,030 0.064
Insular Investment Corporation 4,030 0.064
IHAP ITF Exchange Capital Corp. 3,855 0.062
IHAP ITF International Capital Corp. 3,855 0.062
IHAP ITF Abacus Capital & Investment Corp. 175 0.003
IHAP ITF Asian Alliance Investment Corp. 175 0.003
IHAP ITF Capital One Equities Corporation 175 0.003
IHAP ITF Citicorp Capital Philippines Inc. 175 0.003
IHAP ITF Export & Industry Bank Inc. 175 0.003
IHAP ITF Medco Asia Investment Corporation 175 0.003
IHAP ITF NMB Capital Inc. 175 0.003
IHAP ITF State Investment Trust Inc. 175 0.003
IHAP ITF Westmont Investment Corp. 175 0.003
Investment House Association of the Philippines 21 0
Cezar P. Consing 1 0
Ramon S. Monzon 1 0
Raoul Eduardo C. Romulo 1 0
Octavio Victor R. Espiritu 1 0
Paul A. Favila 1 0
Amit Kedia 1 0
Oscar S. Reyes 1 0
Emmanuel F. Dooc 1 0
Ramon P. Dizon 1 0
Board of Directors
Name (Regular or Independent)
Cezar P. Consing Regular
Ramon S. Monzon Regular
Raoul Eduardo C. Romulo Regular
Octavio Victor R. Espiritu Regular
Paul A. Favila Regular
Amit Kedia Regular
Oscar S. Reyes Independent
Emmanuel F. Dooc Independent
Ramon P. Dizon Independent
Principal Officers
Name Position/Designation
Cezar P. Consing Chairman of the Board
Ramon S. Monzon President and CEO
Elmer Serrano Corporate Secretary
Stephanie Zulueta Finance Head/Treasurer
Effect(s)/impact on the business, financial condition and operations of the Issuer

From a corporate standpoint, maintaining the business operations of both the PSE and PDS while reducing operational costs through synergies can result in greater business scalability and profitability. As the two companies have highly similar and integrated functions, there should be synergies that could be realized from an infrastructure standpoint, particularly on the technology side.

For the market, the single exchange setup helps achieve efficiencies, reduce risks, and facilitate the development of new products.
Other Relevant Information

Attached is the consolidated audited financial statements of PDSHC and its subsidiaries for the year ending December 31, 2023.

As of 27 December 2024, SGX, WTSI, SMC and Golden Astra have fulfilled all closing conditions for the Company’s acquisition of a total of 2,022,536 common shares, representing 32.36% of the issued and outstanding shares of PDSHC pursuant to the Share Purchase Agreements executed on 26 December 2024.

On December 27, 2024 the Company entered into a Share Purchase Agreement with FINEX Foundation to acquire 96,388 common shares equivalent to 1.54% interest in PDSHC.

On 17 January 2025, the Company entered into a Share Purchase Agreement with AIA to acquire 250,000 common shares equivalent to 4% interest in PDSHC.

As of 17 January 2025, FINEX Foundation and IHAP have fulfilled all closing conditions for the Company’s acquisition of additional 137,060 common shares representing 2.19% of the issued and outstanding shares of PDSHC pursuant to the Share Purchase Agreements executed on 27 December 2024 and 26 December 2024, respectively.

On January 28, 2025, the Company entered into a Share Purchase Agreement with BAP, for itself and on behalf of BAP Data Exchange, Inc. and certain member-banks to acquire 1,163,458 common shares equivalent to 18.62% interest in PDSHC.

As of 31 January 2025, AIA has fulfilled the closing conditions for the Company’s acquisition of additional 250,000 common shares, representing 4% of the issued and outstanding shares of PDSHC pursuant to the Share Purchase Agreements executed on 17 January 2025.

With the Company’s existing 20.98% equity interest in PDSHC and the closing of the transactions with SGX, WTSI, SMC, Golden Astra, FINEX Foundation, IHAP, and AIA, the Company will beneficially own 59.53% of PDSHC.The transaction is subject to customary post-closing conditions.
Filed on behalf by:
Name Aissa Encarnacion
Designation Corporate Information Officer