C06983-2017

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)
Nov 20, 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 Resthaven 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 Shares 1,247,999,999
11. Indicate the item numbers reported herein
Item No. 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

Investment in shares of stock in new subsidiary formed
Background/Description of the Disclosure

The Company received today, November 20, 2017, the SEC approval of the incorporation of LENCE HOLDINGS CORPORATION, a new subsidiary formed by the Company.
Date of Approval by
Board of Directors		 Oct 9, 2017
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The new subsidiary is intended to serve as the acquisition vehicle for a potential investment in a warehouse facility complex which is contemplated to be partly used or operated by the Company and the other portions managed by its subsidiary, SHEC. The Company is currently in discussion with an Independent Third Party, in relation to the potential acquisition of a warehouse facility complex south of Metro Manila.

The potential acquisition, if it materialises, will allow the Company not only to indirectly own a major logistics facility that would strengthen its distribution capability and help control residual risks in not owning major logistic facilities but it is also a good investment opportunity.
Details of the acquisition or disposition
Date Nov 16, 2017
Manner

Subscription to the shares of stock as at incorporation of the new subsidiary.
Description of the company to be acquired or sold

LENCE HOLDINGS CORPORATION is a newly incorporated holding company whose outstanding capital stock is owned 65% by SBS Philippines Corporation (the "Company"), 25% by the Company's subsidiary, SBS Holdings and Enterprises Corporation ("SHEC") and the balance by the Sytengco Family. The new subsidiary has an authorized capital stock of P137 million and subscribed capital of P57 million. The new subsidiary is intended to serve as the acquisition vehicle for a potential investment in a warehouse facility complex which is contemplated to be partly used or operated by the Company and the other portions managed by its subsidiary, SHEC.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 37,055,000
Percentage to the total outstanding shares of the company subject of the transaction 65
Price per share PhP1.00
Nature and amount of consideration given or received

Cash in the amount of P37,055,000.00 representing the total par value of the total shares subscribed
Principle followed in determining the amount of consideration

The shares subscribed was based on its par value of PhP1.00 per share
Terms of payment

The payment for the share subscription was deposited in cash and applied in payment of the share subscription upon approval of the incorporation of Lence Holdings Corporation.
Conditions precedent to closing of the transaction, if any

The closing of share subscription was subject to the prior approval of the SEC of the incorporation of Lence Holdings Corporation.
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
n/a n/a
Effect(s) on the business, financial condition and operations of the Issuer, if any

The new subsidiary is intended to serve as the acquisition vehicle for a potential investment in a warehouse facility complex which is contemplated to be partly used or operated by the Company and the other portions managed by its subsidiary, SHEC.

The potential acquisition, if it materialises, will allow the Company not only to indirectly own a major logistics facility that would strengthen its distribution capability and help control residual risks in not owning major logistic facilities but it is also a good investment opportunity.
Other Relevant Information

As at the date of this announcement, Lence Holdings Corporation has not entered into any definitive agreement in relation to the potential acquisition. The Company will make further announcement as and when necessary in compliance with the Listing Rules and applicable law.

This Announcement is also an update of the disclosure made on October 10, 2017 under Company Circular No. C06081-2017 on the new subsidiary to be organized
Filed on behalf by:
Name REGINA SIMONA DE GUZMAN
Designation GENERAL COUNSEL & COMPLIANCE OFFICER