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)

Apr 12, 2019

2. SEC Identification Number

12397

3. BIR Tax Identification No.

000107026000

4. Exact name of issuer as specified in its charter

PHINMA Corporation

5. Province, country or other jurisdiction of incorporation

Makati City, Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

Level 12 PHINMA Plaza, 39 Plaza Drive, Rockwell Center, Makati City Postal Code 1210

8. Issuer's telephone number, including area code

8700100

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	281,669,365

11. Indicate the item numbers reported herein

-

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.

Phinma CorporationPHN

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
Kaizen Private Equity II Pte. Ltd. and Asian Development Bank (ADB) invest in PHINMA Education Holdings, Inc. (PEHI)
Background/Description of the Disclosure
The Board of Directors of PHINMA Corporation authorized today the signing of the Investment Agreement (Agreement) by and among PHINMA Education Holdings, Inc. (PEHI), a subsidiary of PHINMA Corporation (PHN), Kaizen Private Equity II Pte. Ltd., and the Asian Development Bank (ADB) for a subscription in the total amount of Php 1.625 B worth of newly issued shares representing 20.28% stake in PEHI. Following the board approval, the parties signed the Agreement. Under the Agreement, the new investors are entitled to two (2) members of the Board out of the eleven (11) Directors of PEHI. Upon closing of the transaction which is expected on or before September 30, 2019 , subject to the fulfillment of certain closing conditions, PHN will remain as the majority shareholder of PEHI. PHN has waived its rights to subscribe to new shares in PEHI in favor of the investors.
Other Relevant Information
PHINMA Education Holdings, Inc. (PEHI) is the holding company for PHN’s investments in educational institutions. It owns Araullo University (AU), Cagayan de Oro College (COC), University of Pangasinan, University of Iloilo, Southwestern University and St. Jude College. It has 50% stake in PHINMA Saytanar Education Ltd in Myanmar and has recently signed a joint venture agreement with an Indonesian partner, PT Tripersada Global Manajemen to form Ind-Phil Management Company. As part of the conditions precedent of the transaction, Philippine Investment Management (PHINMA), Inc. (PHI) will exchange its shares in AU and COC for a 9.06% stake in PEHI. PHN’s interest in PEHI after the entry of investors will be 68.6%.