1. Date of Report (Date of earliest event reported)
Feb 9, 2018
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
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
8. Issuer's telephone number, including area code
(02) 371 1111
9. Former name or former address, if changed since last report
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 SHARE 1,549,999,999
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 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure

Completion of the acquisition of a warehouse facility complex comprising of land, buildings, improvements and machinery (the "Transaction") by the Company's subsidiary from The Coca Cola Export Corporation - Philippine Branch and its related parties

Background/Description of the Disclosure

SBS Philippines Corporation (the "Corporation" or "SBS") thru its subsidiary, Lence Holdings Corporation ("LHC") completed the acquisition of warehouse facilities and property lot located at Silangan Industrial Park in Barangay Mapagong, Calamba City, Province of Laguna from The Coca Cola Export Corporation - Philippine Branch and its related parties on February 9, 2018.

LHC i is 65% owned by the Company, 25% by the Company’s wholly owned subsidiary, SBS Holdings and Enterprises Corporation and 10% by the Sytengco family.

Date of Approval by Board of Directors Dec 28, 2017
Date of Approval by Stockholders N/A
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The properties acquired is a warehouse facility complex (the "Facility") that covers a total land area of around five (5) hectares together with ambient and cold storage facilities. machinery and other building improvements. The Facility will principally be used in the warehouse and distribution operations of the Company to serve as a key distribution center for regional market customers south of Metro Manila. Given that SBS customers are looking for savings, the south depot will allow greater opportunities for customers cut down on their logistics and sourcing organization, integrate the Company’s procurement and logistic capabilities in their business processes, and promote collaborations for supply chain optimization to simplify their operations. Further, this capital expenditure would not only help control residual risks in not owning major logistic facilities but it is also a good investment opportunity to broaden the Company’s asset base.

The arrangement will also allow the lease or use of the other areas for additional business building projects of SBS group. This arrangement permits the Company to grow and diversify its income streams.

Description of the transaction including the timetable for implementation and related regulatory requirements, if any

The Transaction involved a combination of a stock purchase of the company owning the property lot and an asset purchase of the buildings, improvements and machinery of the Facility.

Specifically, on December 29, 2017, LHC entered into a Share Purchase Agreement with The Coca-Cola Export Corporation ("TCCEC"), a corporation duly organized and existing under the laws of the State of Delaware, United States of America and licensed to do business in the Philippines as a branch and the Bank of the Philippine Islands in trust for the Coca-Cola Affiliated Companies in the Philippines Retirement Plan ("Coke Phil. Retirement Fund") for the purchase of 100% equity interests of Benesale Land, Inc. ("BLI"). BLI is owner of 4.7-hectare parcel of land on which the Facility is located. Similarly, LHI separately entered into an Asset Purchase Agreement with TCCEC for the Facility properties and assets on December 29, 2017. The Transaction has overall cost of about P520 million, inclusive of related transactions costs, applicable taxes and fees.

The Closing of the Transaction and payment of the consideration were completed on February 9, 2018.

Identities of the parties to the transaction
Name Nature of Business Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
The Coca-Cola Export Corporation - Philippine Branch Manufacturing None
Bank of the Philippine Islands in trust for the Coca-Cola Affiliated Companies in the Philippines Retirement Plan Retirement trust fund None
Lence Holdings Corporation Holding company 65% owned subsidiary of SBS
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)

Under the Share Purchase Agreement, a total of 27,000 BLI shares representing the total outstanding capital stock of BLI will be acquired by LHC.

Under the Asset Purchase Agreement, LHC will acquire buildings, property improvements and machinery which include the warehouses, freezer and cold storage buildings, and other facilities owned by TCCEC.

The entire Transaction has an overall cost of about P520 million inclusive of related transactions costs, applicable taxes and fees.

Basis upon which the amount of consideration or value of the transaction was determined

Combination of the market and assessment values of the properties covered by the Transaction

The number of shares to be acquired 27,000 no par value shares of BLI (for the share purchase)
Ratio/percentage to total outstanding capital stock 100
Terms of payment

The purchase price for the stock and asset sale is payable in full on closing date. The Closing took place on February 9, 2018.

Conditions precedent to closing of the transaction, if any

The closing of the transaction was subject to the completion of the following:

1. Delivery of original documents of title for the properties to be conveyed;
2. Execution of the Deed of Absolute Sale
3. Submission of property tax clearances
4. Turnover over of physical possession and control of the properties involved
5. All necessary consents, approvals, notices, filings and registration for consummate the Transaction have been

Description of the company subject of the transaction
Nature and business

Benesale Land, Inc.(""BLI") was incorporated on September 27, 1972 as a property holding company and is the owner of 4.7-hectare parcel of land on which building and land improvements owned by TCCEC are located. It was primarily involved in leasing its property lot to TCCEC.

Discussion of major projects and investments

BLI is owner of a 4.7-hectare developed industrial lot located in Calamba City in Laguna Province.

List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
None -

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
Subscribed Shares
Type of Security Amount Number of Shares
COMMON SHARES (NO PAR VALUE) 1,750,000.00 27,000
Paid-Up Capital
Amount 1,750,000.00
Number of Shares 27,000
Issued Shares
Type of Security Amount Number of Shares
COMMON SHARES (NO PAR VALUE) 1,750,000.00 27,000
Outstanding Shares
Type of Security Amount Number of Shares
COMMON SHARES (NO PAR VALUE) 1,750,000.00 27,000
Par Value
Type of Security Amount
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Coca-Cola Affiliated Companies in the Philippines Retirement Plan 16,200 60%
The Coca-Cola Export Corporation - Philippine Branch 10,794 40%
Diego Granizo 1 -
Ma. Cristina S. Bernardino 1 -
Rakesh Patel 1 -
Christopher Lopez 1 -
Amalia Lourdes S. Valdez 1 -
Ricardo J. Romulo 1 -
Board of Directors
Name (Regular or Independent)
Diego Granizo Regular
Ma. Cristina S. Bernardino Regular
Rakesh Patel Regular
Christopher Lopez Regular
Amalia Lourdes S. Valdez Regular
Ricardo J. Romulo Regular
Principal Officers
Name Position/Designation
Diego Granizo Chairman of the Board
Ma. Cristina S. Bernardino President
Rakesh Patel Treasurer
Christopher Lopez Corporate Secretary
Effect(s)/impact on the business, financial condition and operations of the Issuer

The Transaction has no immediate impact on the business, financial condition and operations of SBS. However, it is expected that the Transaction will result to some gains from the real estate investments and operational enhancements to be generated which will grow and diversify the Company's income streams in the future.

Other Relevant Information

The information provided on the date of Board approval pertains to the date of approval of the Board of Directors of Lence Holdings Corporation.

Attached is the latest financial statement of Benesale Land, Inc.

The Corporation has obtained the consent of the relevant parties in making this disclosure and submitting the attached financial statements.

This amends the Company Announcement under Circular No C00421-2018 to report on completion of the closing of the transaction which took place on February 9, 2018.

Filed on behalf by: