C01622-2021

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)
Mar 11, 2021
2. SEC Identification Number
60312
3. BIR Tax Identification No.
000-464-876-000
4. Exact name of issuer as specified in its charter
PHILIPPINE INFRADEV HOLDINGS INC.
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
38TH FLR. RUFINO PACIFIC TOWER, 6784 AYALA AVENUE, MAKATI CITY Postal Code 1223
8. Issuer's telephone number, including area code
8283-8459/ 8283-8294
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 6,061,560,322
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.

Philippine Infradev Holdings, Inc.IRC

PSE Disclosure Form 4-22 - Joint Ventures References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Execution of Term Sheet Relative to the Financing and Acquisition of Certain Lots in the Makati Subway Project.
Background/Description of the Disclosure

On February 26, 2021, the Board of Makati City Subway, Inc. (“MCSI”), a wholly-owned subsidiary of Philippine Infradev Holdings, Inc. (the “Corporation”) approved to authorize the Chairman, for and on behalf of MCSI, to negotiate and enter into a joint venture agreement with Richer Today, Inc.. On 09 March 2021, MCSI executed a legally binding Term Sheet with Richer Today, Inc. (“RTI”) for, among others, the financing and acquisition of lots in and around Station 5 of the Makati City Subway Project.
Date of Approval by Board of Directors Feb 26, 2021
Date of Approval by Stockholders, if applicable N/A
Description and nature of the transaction including the timetable for implementation, and related regulatory requirements

MCSI and RTI shall form an unincorporated joint venture for the financing, design, construction, development, marketing and sale of the lots in and around Station 5 of the Makati City Subway Project (the “Project”) with an area of approximately 5.5 hectares (the “Project Site”).

The Parties shall finalize and execute the JVA within ninety (90) days from the execution of the Term Sheet. In case the JVA is not signed within the period set herein, this Term Sheet
shall continue to bind and govern the Parties until the JVA is executed.

Richer Today Inc. (“RTI”) obligated itself under the Term Sheet to release at least PhP775,885,265.22 to the lot owners within 120 days from signing of the Term Sheet for purposes of lot acquisition within the Project Site under such terms and conditions indicated in the Term Sheet, with at least PhP234,720,905.36 to be released within 10 business days from the execution of the Term Sheet.

RTI shall commence the actual construction of the Project after 2 years from the execution of the Term Sheet , unless during the 2-year period, the construction of a specific development in the Project Site, which shall not have any material adverse engineering effect on the construction and/or existing structures of the subway, is otherwise allowed under the PPP Joint Venture Agreement dated 30 July 2019 for the Makati City Subway Project.

MCSI shall guarantee that the Makati City Subway Project shall be completed within 7 years from the execution of the Term Sheet or within such time as provided in the PPP Joint Venture Agreement.
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

Station 5 has been identified as the main construction site where the tunnel boring machines will be assembled and lowered. The first batch of engineers from China Construction Second Engineering Bureau Ltd., the EPC Contractor engaged by MCSI, recently arrived from China and are currently finalizing the construction plan for Station 5. To ensure the timely availability of the required lands, RTI obligated itself under the Term Sheet to release at least PhP775,885,265.22 within 120 days from signing of the Term Sheet, with at least PhP234,730,905.36 to be released within 10 business days from execution of the Term Sheet.
Terms and conditions of the joint venture
Amount of investment and/or interest by the parties involved

As indicated above, RTI obligated itself under the Term Sheet to release at least PhP775,885,265.22 within 120 days from signing of the Term Sheet, with at least PhP234,730,905.36 to be released within 10 business days from execution of the Term Sheet.

MCSI, in turn, shall: (i) ensure that the zoning classification for the Project Site is at least 20 Floor-to-Area Ratio as being part of the Makati City Subway Project, (ii) assign its right to RTI, to pursue and execute the offers made by MCSI (together with the City Government of Makati) to purchase the lots comprising the Project Site and (iii) compel the City Government of Makati to acquire, through expropriation proceedings, the lots comprising the Project Site that are not acquired by RTI through voluntary sale, the cost of which shall likewise be funded by RTI.
Provisions on profit-sharing, arrangements on management and operations

In exchange for the contribution of MCSI to the unincorporated joint venture, MCSI shall be entitled to a percentage of the additional gross sellable/leasable area in the Project Site derived from the additional FAR (Floor Area Ration) contributed by MCSI (the “MCSI Share”).

RTI, on the other hand, shall be entitled to the gross floor area of the sellable/leasable development area in the Project Site LESS the MCSI Share as described above.

There will be no joint venture company since the transaction is an unincorporated joint venture. However, RTI shall be primarily and exclusively responsible for the marketing and sale of the gross sellable areas of the Project, including the MCSI Share, subject to the applicable laws and requirements. Moreover, the Parties shall further discuss and agree on the sharing scheme of the sellable and leasable areas corresponding to the MCSI Share, specifically on the manner by which MCSI will receive the same (e.g., proceeds from specific units allotted to MCSI or percentage of sales from all units in a development corresponding to the MCSI Share or actual allocation of units in the development).
Conditions precedent to closing of transaction, if any

None.
Other salient features of the joint venture agreement

None.
Identity and/or corporate background of the parties to the transaction, including the following
Name Nature of Business Nature of any material relationship with the Issuer and the parties to the joint venture, their directors/officers or any of their affiliates
Makati City Subway, Inc. Infrastructure Wholly-owned subsidiary of the Issuer
Richer Today, Inc. (Please see attached) Fund transfer, remittance services, foreign exchange transactions, and other allied activities related thereto (Subject to amendment in accordance with the applicable law and SEC requirements, as may be necessary). None
Effect(s) on the business, financial condition and operations of the Issuer, if any

None.
Other Relevant Information

Amendment to include on the description and nature of the transaction the recipients and purposes of the amounts to be released by RTI. Also, additional background information of RTI was attached.
Filed on behalf by:
Name Keinth Roger Castillo
Designation Accounting Manager