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)

Jan 20, 2021

2. SEC Identification Number

CS200711792

3. BIR Tax Identification No.

006-806-867-000

4. Exact name of issuer as specified in its charter

GT Capital Holdings, Inc.

5. Province, country or other jurisdiction of incorporation

Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

43rd Floor GT Tower International, 6813 Ayala Avenue corner H.V. Dela Costa Street, Makati City Postal Code 1223

8. Issuer's telephone number, including area code

(632) 8836-4500

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	215,284,587
GTPPA	4,839,240
GTPPB	7,160,760

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.

GT Capital Holdings, Inc.GTCAP

PSE Disclosure Form 4-32 - Reply to Exchange's Query

Subject of the Disclosure
Re: GTCAP - Purchase of Shares in Toyota Santa Rosa, Laguna, Inc.
Description of the Disclosure
Reply to the Correspondence with the subject "GTCAP - Purchase of Shares in Toyota Santa Rosa, Laguna, Inc." dated January 19, 2021
Information Requested
a) Background/Description of the transaction GT Capital Auto Dealership Holdings, Inc., (“GTCAD”) a wholly-owned subsidiary of GT Capital Holdings, Inc. (“GTCAP” or the “Company”), and Toyota Corolla Sapporo Philippines Holdings, Inc. (“TCSPHI”), a wholly-owned subsidiary of Toyota Corolla Sapporo Corporation, Ltd. (Japan), (collectively, the “Purchasers”) purchased Toyota Motor Philippines Corporation’s (“TMP”) one hundred percent (100%) stake in Toyota Santa Rosa, Laguna, Inc. (“TSR”). b) Date of Approval by Board of Directors Approval of the Board of Directors of GT Capital not required. c) Rationale for the Transaction Partnership with TCSPHI is expected to bring into the Philippines the expertise and best practices from Japan in the field of auto dealership operations. d) Details of the Acquisition (date, manner of acquisition, description of company) The transaction was completed on December 29, 2020 via signing of a Share Sale and Purchase Agreement. TSR is a dealership for Toyota brand automobiles located in Santa Rosa, Laguna. e) Terms and Conditions of Transaction i. Nature and amount of consideration For the purchase price of Pesos: Five Hundred Sixteen Million (Php516,000,000.00), TMP agreed to transfer sixty percent (60%) of its shares to GTCAD. ii. Principle followed in determining the amount of consideration Transaction value was determined internally by GTCAD and validated through a fairness opinion provided by an independent third party. iii. Terms of payment Cash. iv. Conditions precedent to closing of transaction, if any Internal and regulatory approvals, as well as delivery of corporate records of TSR. f) Identity of the Person From Whom the Shares Were Acquired TMP, a joint venture between GT Capital and Toyota Motor Corporation of Japan, is engaged in the manufacture, importation, and wholesale distribution of Toyota brand motor vehicles in the Philippines. g) Effects on the Business, Financial Condition and Operations of GTCAP, If Any None. h) Other Relevant Information None.