C04986-2016

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)
Aug 22, 2016
2. SEC Identification Number
A200117708
3. BIR Tax Identification No.
219934330
4. Exact name of issuer as specified in its charter
XURPAS INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
7F Cambridge Centre Building 108 Tordesillas St., Salcedo Village Makati City Postal Code 1227
8. Issuer's telephone number, including area code
(63)889-6467
9. Former name or former address, if changed since last report
N/A
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 1,797,700,660
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.

Xurpas Inc.X

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

Xurpas acquires full ownership of Fluxion, Inc.

Background/Description of the Disclosure

In 2005, Xurpas Inc. ("Xurpas") acquired 65% controlling stake in Fluxion, Inc. ("Fluxion"), a company that is engaged in mobile and internet systems design and development of programming languages, usability and social media.

On August 22, 2016, the Board of Directors of Xurpas approved the acquisition of the remaining 35% stake in Fluxion, making it a wholly owned subsidiary of Xurpas.

Date of Approval by
Board of Directors
Aug 22, 2016
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

Xurpas is currently reorganizing both Fluxion and Xeleb Inc., ("Xeleb"), another subsidiary of Xurpas, with the purpose of consolidating the development resources required for ongoing product development under Xeleb.

Details of the acquisition or disposition
Date Aug 22, 2016
Manner

Acquisition of secondary shares.

Description of the company to be acquired or sold

Fluxion is a company that is engaged in mobile and internet systems design and the development of programming languages, usability and social media.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 1,607,800
Percentage to the total outstanding shares of the company subject of the transaction 35
Price per share 27.99
Nature and amount of consideration given or received

Php45,000,000 cash for the 35% stake in Fluxion

Principle followed in determining the amount of consideration

Fair Market Value of the Shares

Terms of payment

Straight Cash Payment

Conditions precedent to closing of the transaction, if any

None

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
Suzette C. Facundo President of Fluxion and Co-Director of Xurpas' representatives in Fluxion's Board of Directors
Rolen P. Facundo Co-Director of Xurpas' representatives in Fluxion's Board of Directors
Hubert O. Ang Treasurer of Fluxion and Co-Director of Xurpas' representatives in Fluxion's Board of Directors
Effect(s) on the business, financial condition and operations of the Issuer, if any

None

Other Relevant Information

None

Filed on behalf by:
Name Mark Gorriceta
Designation Assistant Chief Information Officer