C01311-2025

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)
Mar 3, 2025
2. SEC Identification Number
CS200900917
3. BIR Tax Identification No.
007-213-353-000
4. Exact name of issuer as specified in its charter
ITALPINAS DEVELOPMENT CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Unit 28C BPI Philamlife Building, 6811 Ayala Ave., Makati Postal Code 1226
8. Issuer's telephone number, including area code
8893-0328
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 (IDC) 724,004,114
11. Indicate the item numbers reported herein
Item 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.

Italpinas Development CorporationIDC

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

Purchase of Edil-Impresa, Inc.
Background/Description of the Disclosure

This transaction involves the purchase of 25,000 shares (the “Shares”) with a par value of PhP 100 for a total consideration of PhP2,500,000.00 of Edil-Impresa, Inc.
Date of Approval by
Board of Directors		 Feb 27, 2025
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The current shareholding of Edil-Impresa Inc. is a result of the incorporation procedure undergone. The transaction will realize the actual intent of the company, which is that Edil-Impresa Inc. should be a wholly-owned subsidiary.
Details of the acquisition or disposition
Date TBA
Manner

The purchase of Edil-Impresa, Inc. will be done through the execution of a Deed of Assignment of Shares from the relevant shareholders conveying their shares to Italpinas Development Corporation.
Description of the company to be acquired or sold

Edil-Impresa, Inc. is a Philippine Corporation that was incorporated on June 25, 2024 whose primary purpose is as follows:

“To carry on the conduct of a general construction contracting business with private or government entities, subdivision, instrumentality, office, institution or agency, including the designing, constructing, enlarging, repairing, remodeling, operating, maintaining, financing or otherwise engaging in any work upon buildings, condominiums, subdivisions, housing projects, shopping malls, commercial centers, hotels, motels, roads, sidewalks, highways, bridges, dams, public markets, irrigation systems, manufacturing plants or such other improvements; to engage in iron, steel, wood, bricks, concrete, stone, cement masonry and earth construction; to enter into and execute contracts or to receive assignments of contracts therefore or relating thereto; also to import and/or furnish building materials, equipment and supplies connected herewith; and to engage in any and all activities and business undertaking as may be necessary or incidental to accomplish the primary purpose and objectives of the Corporation.”

The shareholders, together with their shareholdings and position in the Corporation, are as follows:

Jose D. Leviste III (IDC President & Director) – 24,600 shares

Romolo V. Nati (IDC CEO & Chairman) – 100 Shares

Giuseppe Garofalo (IDC COO & Director) – 100 shares

Mary Ann Bulaclac Lopez (IDC VP For Finance) – 100 shares

Aleli Manimtim Cordero (Former IDC Assistant Corporate Secretary) – 100 shares

The Corporation shall be purchasing, via cash, the entire issued and outstanding shares of Edil-Impresa, Inc.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 25,000
Percentage to the total outstanding shares of the company subject of the transaction 100
Price per share 100
Nature and amount of consideration given or received

The asset involved are the entire issued and outstanding shares of Edil-Impresa, Inc.

This transaction involves the purchase of 25,000 shares (the “Shares”) with a par value of PhP 100 for a total consideration of PhP2,500,000.00 of Edil-Impresa, Inc.
Principle followed in determining the amount of consideration

The Corporation will be purchasing the shares at par value or book value.
Terms of payment

The terms of the payment will be a one-time payment to be made simultaneously with the signing of the Deed of Assignment of Shares.
Conditions precedent to closing of the transaction, if any

N/A
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
Jose D. Leviste III IDC President & Director
Romolo Nati IDC CEO & Chairman
Giuseppe Garofalo IDC COO & Director
Mary Ann B. Lopez IDC VP For Finance
Aleli Manimtim Cordero Former IDC Assistant Corporate Secretary
Effect(s) on the business, financial condition and operations of the Issuer, if any

The Issuer’s intended subsidiary structure will be realized, and its intended full ownership of Edil-Impresa will be consolidated.
Other Relevant Information

This amendment is being submitted to correct the statement in the Manner of the Transaction. Instead of the shares being conveyed to Edil-Impresa Inc., it should be conveyed to Italpinas Development Corporation.
Filed on behalf by:
Name Aleli Cordero
Designation Legal Counsel/Corporate Information Officer