C01489-2018

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)
Mar 7, 2018
2. SEC Identification Number
157912
3. BIR Tax Identification No.
000-551-890-000
4. Exact name of issuer as specified in its charter
CEBU HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
20TH FLOOR, AYALA CENTER CEBU TOWER, BOHOL STREET, CEBU BUSINESS PARK, CEBU CITY Postal Code 6000
8. Issuer's telephone number, including area code
(32) 231-5301
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 1,920,073,623
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.

Cebu Holdings, IncorporatedCHI

PSE Disclosure Form LR-1 - Comprehensive Corporate Disclosure on Issuance of Shares (Private Placements, Share Swaps, Property-for-Share Swaps
or Conversion of Liabilities/Debt into Equity) Reference: Rule on Additional Listing of Securities

Subject of the Disclosure

Merger of Cebu Property Ventures Development Corporation (CPVDC) with Cebu Holdings Inc. (CHI)
Background/Description of the Disclosure

Our Board of Directors, at its regular meeting held on February 26, 2018, approved the merger of CPVDC with CHI (the “Company”), with our Company as the surviving entity.
Date of Approval by Board of Directors Feb 26, 2018
Comprehensive Corporate Disclosure
Description of the proposed transaction including the timetable for implementation, and related regulatory requirements

CPVDC will be merged with the Company, with the Company as the surviving entity. The plan of merger shall be submitted for the approval of the stockholders of CHI and CPVDC during their respective annual stockholders’ meeting to be held on April 10, 2018. It will then be filed with the SEC and expected to be approved within the next two (2) months from the approval of the stockholders of CHI and CPVDC.
Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction

The merger will consolidate the Company’s portfolio under one listed entity, creating a unified platform for its investments and is expected to result in operational synergies, efficient funds management and simplified reporting to government agencies as a result of the merger.
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any agreements for payment on a deferred basis

1.06 CHI common shares will be issued for every one (1) share of CPVDC Class A Common share (CPV) or Class B Common share (CPVB), or a total of nine hundred ninety six million seven hundred seventy one thousand (996,771,000) CHI common shares will be issued in exchange for the nine hundred forty million three hundred fifty thousand (940,350,000) issued and outstanding Common shares of CPVDC broken down into five hundred sixty four million two hundred ten thousand (564,210,000) Class A Common shares (CPV) and three hundred seventy six million one hundred forty thousand (376,140,000) Class B Common shares (CPVB).
The basis upon which the consideration or the issue value was determined

Adjusted Net Asset Values of CHI and CPVDC.
Detailed work program of the application of proceeds, the corresponding timetable of disbursements and status of each project included in the work program. For debt retirement application, state which projects were financed by debt being retired, the project cost, amount of project financed by debt and financing sources for the remaining cost of the project

Not applicable
Identity and/or corporate background of the beneficial owners of the shares subscribed, including the following
Beneficial Owners/Subscribers Nature of Business Nature of any material relationship with the Issuer and the parties to the joint venture, their directors/officers or any of their affiliates
Cebu Holdings, Inc. Real estate holding company CHI, the Issuer, is the parent company of CPVDC
The Province of Cebu Provincial government Not related with CHI, its directors/officers or any of its affiliates
Ayala Land, Inc. Real estate holding company ALI is the parent of CHI
Other CPVDC stockholders CHI has no visibility on the ownership structure of the other minority stockholders CHI is not aware of any material relationship with the minority stockholders of CPVDC
Organizational/Ownership Structure of Subscribers
Beneficial Owners/Subscribers Controlling Shareholders of Subscribers Number of Shares Held %
Cebu Holdings, Inc. Ayala Land, Inc. 717,064,047 76.26
The Province of Cebu The Province of Cebu 77,865,406 8.28
Ayala Land, Inc. Ayala Corporation 73,341,993 7.8
Other CPVDC stockholders CHI has no visibility on the ownership structure of the other minority stockholders 72,078,554 7.66
For subscribers with no track record or with no operating history: the Subscriber must present a statement of active business pursuits and objectives which details the step undertaken and proposed to be undertaken by the Issuer in order to advance its business. Projected financial statements shall only be required should there be references made in the Statement to forecasts or targets

Not applicable
The interest which directors of the parties to the transaction have in the proposed transaction

None
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders

Isla Lipana & Co. has been engaged by the Company to provide the third-party Fairness Opinion on the merger swap ratio with supporting valuation report.
Any conditions precedent to closing of the transaction

Securing the necessary regulatory approvals.
Change(s) in the composition of the Board of Directors and Management

The Board of Directors and Management of CHI will be the same post-merger.

Effects on the following

Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
Ayala Land Inc (ALI)* 1,381,733,001 71.96 1,459,475,514 67.67
PCD Nominee (Non-Filipino) 359,180,628 18.71 359,180,628 16.65
PCD Nominee (Filipino) 121,397,018 6.32 121,397,018 5.63
Other shareholders 57,762,976 3.01 57,762,976 2.68
CPVDC shareholders, excluding ALI and CHI** - - 158,940,597 7.37
TOTAL 1,920,073,623 100 2,156,756,733 100

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
Common Shares / CHI 1,920,073,623 2,916,844,623
Outstanding Shares
Type of Security /Stock Symbol Before After
Common Shares / CHI 1,920,073,623 2,156,756,733
Treasury Shares
Type of Security /Stock Symbol Before After
Common Shares / CHI - 760,087,890
Listed Shares
Type of Security /Stock Symbol Before After
Common Shares / CHI 1,920,073,623 2,156,756,733
Effect(s) on the public float, if any Public float will increase from 28.04% (before the merger) to 32.33% (after the merger).
Effect(s) on foreign ownership level, if any From 18.71% (before the merger), foreign ownership level will decline to 16.67% (after the merger).
Other Relevant Information

*The number of shares of ALI after the merger of 1,459,475,514 includes additional 77,742,513 CHI shares from ALI’s direct ownership in CPVDC.

**The number of shares of the other CPVDC shareholders after the merger excludes CHI shares of 760,087,890 which will become treasury shares.

The Plan of Merger is attached herewith for your reference. The Annexes in the Plan of Merger showing the lists of stockholders before and after the proposed merger have been omitted for purposes of complying with Republic Act No. 10173 or the Data Privacy Act. Stockholders may contact the Office of the Corporate Secretary for any questions.

All other relevant agreement/s will be submitted to the Exchange in due course.

All information contained herein (PSE Disclosure Form LR-1) has already been included in the PSE Disclosure Form 4-23 submitted last February 26, 2018. This disclosure is being amended to provide the public with a copy of the duly signed and notarized Plan of Merger.
Filed on behalf by:
Name MICHELLE MARIE VALBUENA
Designation COMPLIANCE MANAGER