C05830-2021

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)
Aug 24, 2021
2. SEC Identification Number
77487
3. BIR Tax Identification No.
000-388-771
4. Exact name of issuer as specified in its charter
JOLLIBEE FOODS CORPORATION doing business under the name and style of Jollibee
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
10/F JOLLIBEE PLAZA BUILDING, 10 F. ORTIGAS JR. AVENUE, ORTIGAS CENTER, PASIG CITY Postal Code 1605
8. Issuer's telephone number, including area code
(632) 8634-1111
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 1,109,566,917
Treasury 16,447,340
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.

Jollibee Foods CorporationJFC

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

JFC Executes Definitive Agreements for Its Investment into Planned REIT Company
Background/Description of the Disclosure

Further to its disclosure last July 7, 2021, Jollibee Foods Corporation (the “Company” or “JFC”) updates the public that the Company, together with its wholly owned subsidiary Zenith Foods Corporation (“ZFC”), has executed the definitive agreements on August 19, 2021, implementing their investment into CentralHub Industrial Centers (“CentralHub”), Inc., a company in the industrial real estate business.
Date of Approval by
Board of Directors		 Jul 7, 2021
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

As previously disclosed, CentralHub intends to eventually register and operate as a Real Estate Investment Trust, with a planned Initial Public Offering in 2022. The timing for the registration of the REIT initial public offering and the filing of the application for the REIT listing of CentralHub are subject to the agreement of JFC and DD, and the parties having secured the necessary regulatory approvals therefor.
Details of the acquisition or disposition
Date Aug 19, 2021
Manner

The parties executed definitive agreements in relation to the transaction. The subscription for common shares will be issued from the increase of authorized capital stock of CentralHub upon the approval by the SEC of the application for the same. An application for increase in authorized capital stock has been submitted by CentralHub to the SEC following the execution of the definitive agreements and is pending approval.
Description of the company to be acquired or sold

CentralHub is in the business of developing industrial warehouse complexes that will contain standardized, multi-use, and industrial quality warehouses suited for commissaries, cold storage and logistics centers to be leased to locators operating nationwide.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 1,564,410,000
Percentage to the total outstanding shares of the company subject of the transaction 38.71
Price per share PHP1.229142
Nature and amount of consideration given or received

JFC paid Php 1,402,934,733.62
ZFC paid Php 519,947,302.60
Total of Php 1,922,882,036.22
Principle followed in determining the amount of consideration

The consideration paid was based on the book value per share of Php 1.229142, which is based on the net book value of CentralHub shares as of their December 31, 2020 Audited Financial Statements. There will be a further property infusion in exchange for shares of stock of CentralHub based on the appraised values of the properties to be contributed, subject to approval of the SEC.
Terms of payment

JFC and ZFC respectively paid Php 1,402,934,733.62 and Php 519,947,302.60 in cash, as payment of JFC’s and ZFCs respective subscriptions to the capital increase of CentralHub, in accordance with the requirements of the Revised Corporation Code. This amount was paid in full last August 19, 2021.
Conditions precedent to closing of the transaction, if any

SEC approval of the increase in authorized capital stock of CentralHub, out of which the shares will be issued to JFC and ZFC.
Completion of procedural requirements as part of the necessary due diligence review over CentralHub.
The amendment to the primary purpose clause of JFC under its Articles of Incorporation, to clearly and expressly set forth its authority to invest in, acquire, own and use real and personal properties, of every kind and description when such investments are done pursuant to the business objectives of the Company, which amendment was approved by the SEC on August 11, 2021.
Any other salient terms

N/A
Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Shares are to be issued by CentralHub Industrial Centers, Inc. out of its increase in ACS. CentralHub is a subsidiary of DoubleDragon Properties Corp. (“DD”) which has some interlocking directors and shareholders as JFC.
Effect(s) on the business, financial condition and operations of the Issuer, if any

The investment will boost CentralHub’s expansion and development of industrial warehouses nationwide in preparation for its intended REIT.

JFC’s investment in CH will allow it to focus on growing its core business in food service, restaurant operations, and food processing.
Other Relevant Information

Please see attached for details regarding the breakdown of shares between JFC and ZFC. The number indicated in the number of shares to be acquired is the aggregate of both JFC and ZFC shares.
Filed on behalf by:
Name VALERIE AMANTE
Designation VICE-PRESIDENT