C02330-2025

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)
Apr 10, 2025
2. SEC Identification Number
CS200900917
3. BIR Tax Identification No.
CS200900917
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
Italpinas Development Corporation Postal Code 1226
8. Issuer's telephone number, including area code
(+63 2) 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 Stock 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

Sale of Italpinas Development Corporation’s (the “Corporation”) Shares in Constellation Energy Corporation

Background/Description of the Disclosure

This transaction involves the sale of Five Million (5,000,000) shares (the “Shares”) of Constellation Energy Corporation (“CEC”) with a par value of PhP 0.50 per share, and an aggregate par value of Two Million Five Hundred Thousand Pesos PhP 2,500,000, for a total consideration of PhP6,500,000.00.

The Purchaser of the shares is CEC.

Upon the purchase of the shares, such shall become treasury shares of Constellation Energy Corporation.

Date of Approval by
Board of Directors
Apr 4, 2025
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The purchase of the sale of the CEC shares

Details of the acquisition or disposition
Date Apr 4, 2025
Manner

The sale of the shares of CEC will be done through the execution of a Deed of Assignment of Shares between IDC and CEC. The Corporation shall be selling Five Million (5,000,000) shares of CEC for a total consideration of PhP6,500,000.00.

The consideration will be paid by CEC in cash.

Description of the company to be acquired or sold

The sale of the entire shareholdings of the Corporation in CEC.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 5,000,000
Percentage to the total outstanding shares of the company subject of the transaction 25
Price per share .50
Nature and amount of consideration given or received

The Corporation shall be selling Five Million (5,000,000) shares of CEC for a total consideration of PhP6,500,000.00.

The consideration will be paid by CEC in cash.

Principle followed in determining the amount of consideration

The transaction price was calculated according to the audited book value of CEC as of December 31, 2023, as well as the market price of CEC’s real estate assets.

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

None

Any other salient terms

N/A

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
Romolo Nati Chairman
Jose D. Leviste III President
Giuseppe Garofalo Director
Calvin Ryan O. Coherco Director
Benjamin Tan Co Director
Christine P. Base Independent Director
Jose G. Araullo Independent Director
Melchor C. Guerrero Independent Director
Alfonso L. Salcedo Independent Director
Effect(s) on the business, financial condition and operations of the Issuer, if any

The sale of our minority stake in Constellation Energy allows IDC to fully focus on our core real estate business. It streamlines and simplifies financial reporting, and eliminates exposure to non-core performance.

Other Relevant Information

N/A

Filed on behalf by:
Name Mary Ann Lopez
Designation VP FOR FINANCE & ADMIN