C06192-2021

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)
Sep 10, 2021
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
(632) 84034007
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 14,035,000,000
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 4-11 - Change in Number of Issued and Outstanding Shares References: Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Issuance of new shares to Udenna Corporation pursuant to the approval of the increase in capital stock and approval of the share-swap by Dito CME Holdings Corp. ("Dito CME") and the additional subscription of new shares by an unrelated subscriber

Background/Description of the Disclosure

On 27 August 2021, Dito CME received the approval of the Securities and Exchange Commission of its increase in authorized capital stock from Php 2,800,000,000.00 divided in 2.8 Billion common shares at Php 1.00 per share to Php 40,000,000,000.00 divided into 40 Billion common shares at Php 1.00 per share. The approval of the increase in authorized capital stock also carried with it the approval of the Share-Swap Transaction between Dito CME and Udenna Corporation wherein Dito CME was to issue 11,200,000,000 to Udenna Corporation in exchange for 100% of the issued and outstanding capital stock of Udenna CME Holdings Corp. Thus, Dito CME issued 11,200,000,000 common shares to Udenna Corporation pursuant to the approval of the share-swap transaction.

In addition, Dito CME, pursuant to its Board approval on 26 August 2021, has issued an additional 35,000,000 shares to an unrelated subscriber in order to comply with the minimum 20% public float for a backdoor listing. Thus, the shares issued to Udenna Corporation and the shares issued to the unrelated subscriber has increased the total issued and outstanding shares of Dito CME to 14,035,000,000 common shares.

Due to the above transactions, the resulting public ownership of Dito CME has changed to 20.02% of its issued and outstanding capital stock.

Please note that the SEC's approval of the increase in the Company's authorized capital stock is subject to conditions set forth in the Guidelines Covering the Use of Properties that Require Ownership as Paid-Up capital of Corporations adopted by the SEC on 15 November 1994, and as amended on 8 August 2013, per SEC Memorandum Circular No. 14, series of 2013. Further, the 11,200,000,000 shares issued to Udenna Corporation and the 35,000,000 shares issued to the unrelated subscriber have not yet been listed.

Change(s) in Number of Issued and Outstanding Shares

Issued Shares
Type of Security /Stock Symbol Before After
Common 2,800,000,000 14,035,000,000
Outstanding Shares
Type of Security /Stock Symbol Before After
Common 2,800,000,000 14,035,000,000
Other Changes, if any
In percent Before After
Public float 67.52 20.02
Foreign Ownership level 5.72 1.39
Filed on behalf by:
Name Leandro Abarquez
Designation Corporate Legal Counsel