C07363-2018

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)
Nov 6, 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
(63-32) 888-3700
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 4-23 - Mergers and Consolidations 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

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

Approval by the Securities and Exchange Commission (SEC) of 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
Date of Approval by Stockholders Apr 10, 2018
Other Relevant Regulatory Agency, if applicable Bureau of Internal Revenue
Date of Approval by Relevant Regulatory Agency TBA
Date of Approval by Securities and Exchange Commission Nov 6, 2018
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The merger will consolidate the Company’s portfolio under one listed entity, creating a unified portfolio 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.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

The SEC approved and made effective on November 6, 2018 the merger of CPVDC with and into CHI under the terms and conditions of which CHI shall be the surviving entity.
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
CHI Real Estate N/A
CPVDC Real Estate Subsidiary of CHI
Terms and conditions of the transaction
Plan of merger

1.06 CHI common share/s 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
Ratio of exchange of shares

1.06 CHI common share/s 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
Basis upon which the exchange ratio was determined

Net Asset Values of CHI and CPVDC, specifically PHP16,672.0m for CHI (PHP8.68 per share) and PHP8,688.0m for CPVDC (PHP9.24 per share).

The transaction value is equivalent to P6,113m covering the issuance of 996,771,000 CHI shares priced at P6.133 per share based on the average closing sale price of the CHI shares for each of the thirty consecutive trading days ending on the date of execution of the Plan of Merger (April 10, 2018).
Number of shares subject of the merger

940,350,000 issued and outstanding Common shares of CPVDC broken down into 564,210,000 Class A Common Shares (CPV) and 376,140,000 Class B Common Shares (CPVB)
Timetable

Effective immediately upon approval by the SEC.
Conditions precedent to closing of the transaction, if any

Approval of the SEC.
Procedures for exchange

Through the stock transfer agent.
Description of the company subject of the transaction
Nature and business

CPVDC is a publicly-listed company engaged in real property ownership, marketing, management and development. The Company's operations consist of three types of activities:

• Strategic land management (acquisition and estate development)
• Real estate business (commercial land sales residential condominium sales)
• Commercial business operations and management (retail space lease and office space lease)
Discussion of major projects and investments

CPVDC is the developer of the 27-hectare called Cebu I.T. Park (formerly Asiatown I.T. Park) which is only 1.5 kilometers away from CHI’s Cebu Business Park. It is a well-planned IT economic zone and hosts a good mix of businesses such as software research and development, BPOs, and contact centers, all of which bring in millions of pesos in investments and employing thousands of people.

CPVDC’s wholly-owned subsidiary, Asian i-Office Properties Inc., operates the eBloc Towers, composed of four (4) office buildings with gross leasable space of about 76,000sqm.

CPVDC is also a shareholder in Central Block Developers Inc. and Cebu District Property Enterprise Inc.
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
CBP Theatre Management Company Inc. 100
Cebu Leisure Company Inc. 100
Cebu Property Ventures Development Corporation 76.26
Taft Punta Engano Property Inc. 55
Cebu Insular Hotel Company Inc. 37.06
Southportal Properties Inc. 35
Solinea Inc. 35
Amaia Southern Properties Inc. 35
Central Block Developers Inc. 25
Cebu District Property Enterprise Inc. 10

Capital structure

Authorized capital stock
Type of Security /Stock Symbol Amount Number of Shares
Common Shares (CHI) PhP 3,000,000,000.00 3,000,000,000
Subscribed Shares
Type of Security /Stock Symbol Amount Number of Shares
Common Shares (CHI) PhP 1,920,073,623.00 1,920,073,623
Paid-Up Capital
Amount PhP 1,920,073,623.00
Number of Shares 1,920,073,623
Issued Shares
Type of Security /Stock Symbol Amount Number of Shares
Common Shares (CHI) PhP 1,920,073,623.00 1,920,073,623
Outstanding Shares
Type of Security /Stock Symbol Amount Number of Shares
Common Shares (CHI) PhP 1,920,073,623.00 1,920,073,623
Par Value
Type of Security /Stock Symbol Amount
Common Shares (CHI) PhP 1.00 per share
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Ayala Land, Inc. 1,381,733,000 71.96
PCD Nominee Corp. (Non-Filipino) 359,282,828 18.71
PCD Nominee Corp. (Filipino) 121,710,343 6.34
Others 57,347,452 2.99
Board of Directors
Name (Regular or Independent)
Anna Ma. Margarita B. Dy Regular
Bernard Vincent O. Dy Regular
Aniceto V. Bisnar, Jr. Regular
Jose Emmanuel H. Jalandoni Regular
Augusto D. Bengzon Regular
Emilio Lolito J. Tumbocon Regular
Pampio A. Abarintos Independent
Enrique L. Benedicto Independent
Fr. Roderick C. Salazar, Jr. Independent
Principal Officers
Name Position/Designation
Anna Ma. Margarita B. Dy Chairman of the Board
Aniceto V. Bisnar Jr. President
Augusto D. Bengzon Treasurer
Ma. Luisa D. Chiong Chief Finance Officer/Compliance Officer
June Vee D. Monteclaro-Navarro Corporate Secretary
Nimfa Ambrosia L. Perez-Paras Assistant Corporate Secretary
Effect(s)/impact on the business, financial condition and operations of the Issuer

The Company will issue new shares as consideration of the merger. The Company's outstanding shares after merger will be 2,156,756,733 shares, with details as follows:

Outstanding common shares before the merger– 1,920,073,623 shares
Additional shares to be issued to CPVDC stockholders as a result of the merger – 236,683,110 shares, exclusive of 760,087,890 common shares to be issued to itself in exchange of its shares held in CPVDC
Other Relevant Information

The attached document is the SEC Certificate of Filing of the Articles and Plan of Merger which includes the Plan of Merger.

The approval by the Philippine Competition Commission (the “PCC”) is not required for this merger since this qualifies as an internal restructuring within a group of companies considering that the Ultimate Parent Entity of both CHI and CPVDC is Ayala Land, Inc.

The BIR Certificate Authorizing Registration is not a condition precedent to the merger.

This disclosure is being amended (1) to report the approval by the SEC of the merger of CHI and CPVDC, (2) to include the BIR as the other relevant regulatory agency for the issuance of the BIR Certificate Authorizing Registration, (3) to provide for the net asset values of both CHI and CPVDC, and (4) to apprise the public that the PCC approval is not required in this merger.
Filed on behalf by:
Name MICHELLE MARIE VALBUENA
Designation COMPLIANCE MANAGER