This is with reference to Ayala Corporation’s (“AC” or the “Company”) disclosures under C06930-2026, C06932-2026, C06934-2026, and C06935-2026 all posted on September 21, 2026. It was disclosed that AC’s Board of Directors approved the following, among others:
1. Amendment of AC’s Articles of Incorporation (AOI) which includes, among others, (i) adding a convertibility feature for AC’s common shares; (ii) reclassifying 1,437,177 unissued carved-out common shares to 71,858,850 voting preferred X shares with a corresponding reduction of the par value from Php50.00/share to Php1.00/share, with the same features, rights and privileges as the voting preferred shares;
2. Issuance of 14,595,231 common AC shares to Mitsubishi Corporation ("Mitsubishi") at Php 650.00/share;
3. Issuance of 71,858,808 voting preferred X shares at Php 1.00/share;
4. Voluntary tender offer of up to 30,067,392 common shares at Php 650.00/share; and
5. Sale to Mitsubishi of 46,241,392 common treasury shares at Php 650.00/share.
AC likewise disclosed the execution of an Investment Agreement with Mitsubishi in relation to the issuance of the above common and voting preferred shares as well as the sale of common treasury shares to expand Mitsubishi's investment in the Company. The transaction’s closing remains subject to conditions precedent, closing conditions, and applicable regulatory approvals.
In view of the materiality of the foregoing information, the Exchange will implement a one-hour trading halt on the securities of AC tomorrow, September 22, 2026, from 9:30 a.m. to 10:30 a.m.
The Exchange will inform the Trading Participants and the investing public of further developments on the matter.
For your information and guidance. |
NOTICE