C05522-2015

SECURITIES AND EXCHANGE COMMISSION
SEC 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 9, 2015
2. SEC Identification Number
A1999904864
3. BIR Tax Identification No.
204-636-102
4. Exact name of issuer as specified in its charter
Bloomberry Resorts Corporation
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
The Executive Offices, Solaire Resort & Casino, 1 Asean Avenue, Entertainment City, Barangay Tambo, Parañaque City Postal Code 1701
8. Issuer's telephone number, including area code
(02) 8838920
9. Former name or former address, if changed since last report
Active Alliance, Incorporated
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 11,015,717,025
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.

Bloomberry Resorts CorporationBLOOM

PSE Disclosure Form 4-1 - Acquisition or Disposition of Assets References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Purchase of Vertis North land in Quezon City by Sureste Properties Inc.
Background/Description of the Disclosure

Sureste Properties Inc. (SPI), the hotel and resort development arm of Bloomberry Resorts Corporation (BLOOM), is purchasing a 15,676 square meter land in Vertis North, Quezon City Central Business District.

The subject area is identified as Lot 7-A-1, Lot 7-A-2 and Lot 4 and was part of National Housing Authority’s (NHA) share in the joint venture between NHA and Ayala Land, Inc. (ALI) in the Vertis North project.

The property was subject of a bidding scheduled by the NHA on 7 August 2015. That bidding was declared a failed bidding because SPI was the only bidder.

A second bidding for the same property was scheduled by NHA on 28 August 2015. However the second bidding was likewise declared a failed bidding because SPI was the only bidder. In the subsequent negotiation after the two failed biddings, SPI submitted its offer for the property which was then accepted by the NHA as it satisfied the minimum bid price set by NHA.

The total purchase price is P1,977,401,992 or P126,142 per square meter. SPI has paid the 20% down payment of P395,480,398.40. The balance of P1,581,921,593.60 will be paid 40% within 30 days from issuance of the Notice of Award, and 40% upon signing of the Deed of Absolute Sale and submission of all documents to the Register of Deed for the transfer of the title to the buyer.

SPI received the Notice of Award from NHA today, 9 October 2015.

SPI proposes to develop the property into a mixed use development in accordance with the Vertis North Master Plan, and subject to required regulatory and local government approvals.
Date of Approval by
Board of Directors		 N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The transaction will allow BLOOM (through wholly-owned subsidiary SPI) to acquire a valuable piece of property in a fast-growing district in Metro Manila. This property will be developed into a mixed-use development that will have hotels, commercial and residential features. This will allow BLOOM to have more diversified revenue sources.
Details of the acquisition or disposition
Date Oct 9, 2015
Description of the Transaction

The property was subject of a bidding scheduled by the NHA on 7 August 2015. That bidding was declared a failed bidding because SPI was the only bidder.

A second bidding for the same property was scheduled by NHA on 28 August 2015. However the second bidding was likewise declared a failed bidding because SPI was the only bidder. In the subsequent negotiation after the two failed biddings, SPI submitted its offer for the property which was then accepted by the NHA as it satisfied the minimum bid price set by NHA.

The total purchase price is P1,977,401,992 or P126,142 per square meter. SPI has paid the 20% down payment of P395,480,398.40. The balance of P1,581,921,593.60 will be paid 40% within 30 days from issuance of the Notice of Award, and 40% upon signing of the Deed of Absolute Sale and submission of all documents to the Register of Deed for the transfer of the title to the buyer.
Manner

Negotiated purchase of the property
Description of the assets involved

The subject area is identified as Lot 7-A-1, Lot 7-A-2 and Lot 4 and was part of National Housing Authority’s (NHA) share in the joint venture between NHA and Ayala Land, Inc. (ALI) in the Vertis North project.
Terms and conditions of the transaction
Nature and amount of consideration given or received

The total purchase price is P1,977,401,992 or P126,142 per square meter to be paid in cash in the manner set forth below
Principle followed in determining the amount of consideration

The property was subject of a bidding scheduled by the NHA on 7 August 2015. That bidding was declared a failed bidding because SPI was the only bidder.

A second bidding for the same property was scheduled by NHA on 28 August 2015. However the second bidding was likewise declared a failed bidding because SPI was the only bidder. In the subsequent negotiation after the two failed biddings, SPI submitted its offer for the property which was then accepted by the NHA as it satisfied the minimum bid price set by NHA.
Terms of payment

The total purchase price is P1,977,401,992 or P126,142 per square meter. SPI has paid the 20% down payment of P395,480,398.40. The balance of P1,581,921,593.60 will be paid 40% within 30 days from issuance of the Notice of Award, and 40% upon signing of the Deed of Absolute Sale and submission of all documents to the Register of Deed for the transfer of the title to the buyer.
Conditions precedent to closing of the transaction, if any

Payment of Php790,960,796.80 must be paid within 30 days upon issuance of the Notice of Award.

Payment of the remaining Php790,960,796.80 must be paid immediately upon signing of the Deed of Absolute Sale by NHA.
Any other salient terms

None.
Identity of the person(s) from whom the assets 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
National Housing Authority None
Effect(s) on the business, financial condition and operations of the Issuer, if any

This will have a positive impact on BLOOM as it will allow the company to have more diversified revenue sources.
Other Relevant Information

The board of directors of SPI approved the purchase of the property on 27 July 2015.
If the transaction being reported is an acquisition, kindly submit the following additional information:
Source(s) of funds

The purchase will be funded by internally generated funds of SPI.
If any asset so acquired by the issuer or its subsidiaries constituted plant, equipment or other physical property, state the nature of the business in which the assets were used by the persons from whom acquired and whether the issuer intends to continue such use or intends to devote the assets to other purposes, indicating such other purposes

The subject area is identified as Lot 7-A-1, Lot 7-A-2 and Lot 4 and was part of National Housing Authority’s (NHA) share in the joint venture between NHA and Ayala Land, Inc. (ALI) in the Vertis North project.

SPI will develop the property into a mixed use development in accordance with the Vertis North Master Plan, and subject to required regulatory and local government approvals.
Filed on behalf by:
Name Silverio Benny Tan
Designation Corporate Secretary