C03698-2017

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)
Jun 9, 2017
2. SEC Identification Number
A200110402
3. BIR Tax Identification No.
213-054-503
4. Exact name of issuer as specified in its charter
SBS PHILIPPINES CORPORATION
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
10 RESTAHAVEN STREET, SAN FRANCISCO DEL MONTE, QUEZON CITY Postal Code 1105
8. Issuer's telephone number, including area code
(02) 371 1111
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 1,169,040,400
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.

SBS Philippines CorporationSBS

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

Shareholder ratification of investment of funds in associate company
Background/Description of the Disclosure

In its meeting held on June 9, 2017, the Shareholders of the Corporation representing at least 2/3 of the outstanding capital stock of the Corporation voted to ratify the investment of PhP 46,562,500.00 in Cleon Phils. Holdings Corp. by way of subscription to 46,562,500 common shares with a par value of P1.00 each.
Date of Approval by
Board of Directors		 May 20, 2016
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

In line with its investment strategy to have a more diversified interests in different property holdings at a lower capital requirement and risk exposure to the Company, the Company has deemed it beneficial to invest in small ownership stake in companies investing in real properties. Cleon Phils. Holdings Corp is currently exploring certain property investment opportunities.
Details of the acquisition or disposition
Date Aug 1, 2016
Manner

Share subscription of 46,562,500 common shares based on its par value of P1.00 per share from the unissued capital stock of Cleon Phils Holdings Corp. following its offer for share subscriptions.
Description of the company to be acquired or sold

Cleon Phils Holdngs Corp. ("CPHC") is a holding company that is majority owned by by the Sytengco Family.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 46,562,500
Percentage to the total outstanding shares of the company subject of the transaction 37.25
Price per share 1.00
Nature and amount of consideration given or received

The share subscription was paid in cash in full.
Principle followed in determining the amount of consideration

Consideration for the shares was based on its par value of P1.00.
Terms of payment

The subscription value was paid in cash upon subscription
Conditions precedent to closing of the transaction, if any

In accordance with the Corporation Code, the equity investment in this associate company was subject to the ratification of the Company’s shareholders in its annual stockholders' meeting held on June 9, 2017.
Any other salient terms

The shareholder arrangements provide that material transactions such as those required for investment deals involving the acquisition and disposal of investments, financing and mortgage transactions will be subject to approval of the Company as shareholder.
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
Cleon Phils Holdings Corp. (:CPCP:) Cleon Phils Holdings Corp is is about 62.7% owned by the Sytengco Family who are directors and officers of the Company. Details of their respective interests are provided below under Other Relevant Information.
Effect(s) on the business, financial condition and operations of the Issuer, if any

The Board of Directors believe that the business prospects of investments in shares or interests in entities involved property investments have much potential given the robust growth of the property market and sees such investment to contribute to the Company’s earnings which can help counteract some of the fluctuations in its chemical trading business and at the same time grow and diversify the Company’s income streams.
Other Relevant Information

CPHC is owned 53% by the Company’s substantial shareholder, Anesy Holdings Corporation, 2.25% by Mr. Necisto U. Sytengco, Chairman of the Board, 2.86% by Ms. Aylene Y. Sytengco, Director, CFO & Treasurer, 2.25% by Mr. Necisto Y. Sytengco II, Director and SVP for Marketing Operations; and 2.25% by Mr. Ned Bryan Y. Sytengco, VP for Investments;
Filed on behalf by:
Name Sabrina Adamelle Poon-Sytengco
Designation Corporate Information Officer and Investor Relation Officer