1. Date of Report (Date of earliest event reported)
Aug 8, 2017
2. SEC Identification Number
3. BIR Tax Identification No.
4. Exact name of issuer as specified in its charter
5. Province, country or other jurisdiction of incorporation
City of Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
PSBank Center, 777 Paseo de Roxas cor. Sedeño St., Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(632) 885-8208
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 Shares 240,252,491
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.

Philippine Savings BankPSB

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 2,000,000 shares of PSBank in Sumisho Motor Finance Corporation ("SMFC") and Sale of 2,000,000 shares of PSBank Retirement Fund in Sumisho Motor Finance Corporation ("SMFC")

Background/Description of the Disclosure

PSBank has approved the sale of 2,000,000 SMFC common shares for the amount of PhP94.98 per share, or a total of PhP189,960,000.00 subject to the confirmation and acceptance of the purchase price and terms and conditions of the sale by the GT Capital Holdings, Inc. After the sale, PSBank will still own 6,000,000 shares in SMFC.

PSBank Retirement Fund will also sell its entire shareholdings in SMFC consisting of 2,000,000 shares or the amount of PhP94.98 per share, or a total of PhP189,960,000.00 to GT Capital Holdings, Inc. (GT Capital).

Date of Approval by
Board of Directors
Jul 27, 2017
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

PSBank will benefit from this transaction as this will improve its Tier 1 capital ratio and the Bank's capital adequacy ratio (CAR) in line with its capital planning initiatives under Basel III.

On the other hand, Sumisho Motor Finance Corporation will be able to harness GT Capital's strength by developing synergies across various businesses within the group. GT Capital directly owns market-dominant businesses in different sectors of the economy such as automotive assembly, dealership, financing, property development, insurance and banking.

Details of the acquisition or disposition
Date TBA

Target execution of Sale and Purchase Agreement on August 09, 2017.

Description of the company to be acquired or sold

SMFC is a joint venture established by PSBank, PSBank Retirement Fund, Sumitomo Corporation (Japan) and Sumitomo, Philippines. It was incorporated in 2009 primarily to engage, transact or deal in the business of lending or leasing to retail customers for their purchase of motorcycles in the Philippines.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 4,000,000
Percentage to the total outstanding shares of the company subject of the transaction 20
Price per share 94.98
Nature and amount of consideration given or received

Purchase price of PhP379,920,000.00 to be paid in cash

Principle followed in determining the amount of consideration

Book value as of June 30, 2017 supported by Fairness Opinion made by an independent professional firm

Terms of payment

Payment of purchase price on or before August 11, 2017

Conditions precedent to closing of the transaction, if any


Any other salient terms


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
GT Capital Holdings, Inc. GT Capital is the holding company of the Metrobank Group. Metrobank owns 82.675% of PSBank. Mr. Arthur Vy Ty, Chairman of GT Capital, is a director and Vice Chairman of PSBank.
Effect(s) on the business, financial condition and operations of the Issuer, if any

Increase in Tier 1 ratio and capital adequacy ratio (CAR)

Other Relevant Information


Filed on behalf by:
Name Noel Ang
Designation Senior Manager/Dept Head