C08093-2019

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 14, 2019
2. SEC Identification Number
41376
3. BIR Tax Identification No.
000-593-240-000
4. Exact name of issuer as specified in its charter
SYNERGY GRID & DEVELOPMENT PHILS., INC.
5. Province, country or other jurisdiction of incorporation
Pasig City, Republic of the Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
1602, 16th Floor, Tycoon Center Bldg., Condominium, Pearl Drive, Pasig City, Metro Manila Postal Code 1605
8. Issuer's telephone number, including area code
(632)584-3930
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 49,466,000
11. Indicate the item numbers reported herein
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.

Synergy Grid & Development Phils., Inc.SGP

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

Material Transactions approved by the Board of Directors (the "Board") at the Special Meeting of the Board of Directors of Synergy Grid & Development Phils. Inc. (the "Corporation") on November 14, 2019.

Background/Description of the Disclosure

The Board discussed and approved the following Material Transactions:

1. Increase in Authorized Capital Stock - The Board approved the increase in the Corporation’s authorized capital stock in the amount of PhP5.0 billion to be divided into Five billion common shares with a par value of PhP1.00 per share.

2. Share Swap Transaction - Upon approval by the Securities and Exchange Commission of the Corporation's increase in authorized capital stock, 4,100,400,000 common shares of the Corporation, which will be created and issued out of such increase in authorized capital stock, will be issued at a price of P20.00 per share in exchange for 67% the outstanding shares of each of OneTaipan Holdings, Inc. (“OneTaipan”) and Pacifica21 Holdings, Inc. (“Pacifica21”).

The share swap will involve the issuance of the Corporation’s common shares in exchange for shares in OneTaipan and Pacifica21. Specifically, 2,050,200,000 common shares of the Corporation will be swapped with 86,430,000 common shares of OneTaipan legally and beneficially owned by Henry Sy, Jr.

Additionally, 2,050,200,000 common shares of the Corporation will be swapped with 871,000,000 common shares of Pacifica21 legally and beneficially owned by Robert G. Coyiuto, Jr.

After completing the share swap as described above, the Corporation will legally and/or beneficially own 67% of the outstanding shares of each of Pacifica21 and OneTaipan.

3. Additional Listing - The Board likewise approved the additional listing of shares of stock to be issued in connection with the share swap transaction.

Other Relevant Information

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Filed on behalf by:
Name Pia Isabel Co
Designation Maker/Approver