C07949-2020

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 11, 2020
2. SEC Identification Number
808
3. BIR Tax Identification No.
000-162-935
4. Exact name of issuer as specified in its charter
DITO CME HOLDINGS CORP.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
21st Floor Udenna Tower, Rizal Drive corner 4th Avenue, Bonifacio Global City, Taguig City Postal Code 1634
8. Issuer's telephone number, including area code
63284034007
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 2,800,000,000
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.

DITO CME Holdings Corp.DITO

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

Acquisition of 100% of the issued and outstanding common shares of Udenna Communications Media and Entertainment Holdings Corp. (“UCME”)

Background/Description of the Disclosure

Further to the Company’s disclosures dated 10 November 2020 (C07857-2020) and 11 November 2020 (C07888-2020), the Company wishes to inform the Exchange and the public as follows:

1. The definitive documents pertaining to the transfer by Chelsea Logistics and Infrastructure Holdings Corp. (“Chelsea”) and Udenna Corporation (“Udenna”) of their combined 60% share ownership in Dito Telecommunity Corporation (“Dito Tel”) to Dito Holdings Corporation were executed today, 11 November 2020.

2. In addition, the Share-Swap Transaction between Udenna and Dito CME, wherein Dito CME shall acquire 100% of the issued and outstanding capital stock of UCME in exchange for the issuance of 11,200,000,000 new shares of Dito CME taken from an increase in its authorized capital stock, was also executed today, 11 November 2020. The final issue price by Dito CME is Php 6.11 per share for a total issue consideration of Php 68,432,000,000.00. As previously disclosed, the Share-Swap Transaction, the increase in authorized capital stock, and the issuance of 11,200,000,000 shares will be subject to the approval of the Securities and Exchange Commission. We shall promptly update the Exchange once the approval is obtained.

3. Finally, in addition to the foregoing and prior to the execution of the Share-Swap Transaction, UCME executed a Subscription Agreement with Dito Holdings Corporation today, 11 November 2020, whereby UCME subscribed to 7,379,166,900 common shares in Dito Holdings Corporation at the subscription price of Php 1.00 per share. The execution of the Subscription Agreement shall increase the shareholdings of UCME in Dito Holdings Corporation from approximately 58% to approximately 89%.

Other Relevant Information

Once the Company has obtained approval from the Securities and Exchange Commission of the Share-Swap Transaction, the indicative corporate structure post-swap approval is shown in Annex “A” of this disclosure.

Filed on behalf by:
Name Leandro Abarquez
Designation Corporate Legal Counsel