C06251-2021

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 15, 2021
2. SEC Identification Number
34218
3. BIR Tax Identification No.
000-153-610-000
4. Exact name of issuer as specified in its charter
AYALA CORPORATION
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
32F to 35F, Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(02)7908-3000
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 619,695,649
Preferred B Series 1 Shares 20,000,000
Preferred B Series 2 Shares 30,000,000
Voting Preferred Shares 200,000,000
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.

Ayala CorporationAC

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

Ayala Corporation announces new notes offering and tender offer
Background/Description of the Disclosure

Ayala Corporation (PSE: AC) (the "Guarantor" or "AC"), one of the largest conglomerates in the Philippines, has mandated BPI Capital Corporation, Citigroup Global Markets Singapore Pte. Ltd., Credit Suisse (Singapore) Limited, J.P. Morgan (S.E.A.) Limited, Mizuho Securities (Singapore) Pte. Ltd. and UBS AG Singapore Branch as Joint Lead Managers and Joint Bookrunners, to arrange a series of fixed income investor calls on 15 September 2021 and the offer of a Regulation S USD-denominated senior fixed-for-life (non-deferrable) perpetual notes (the “Notes”) subject to market conditions. The Notes will be issued by AYC Finance Limited (the “Issuer” or “AYC”), a wholly owned subsidiary whose ordinary shares are 100% held directly by AC, and will be unconditionally and irrevocably guaranteed by AC.

The Issuer has also announced a concurrent tender offer of its US$400,000,000 5.125% senior fixed-for-life notes (ISIN: XS1681502537) and US$400,000,000 4.85% senior fixed-for-life notes (ISIN: XS2068075980), each subject to a maximum acceptance amount to be announced by the Issuer (together, the “Tender Offer”). The Tender Offer will expire at 4:00 p.m. (London Time) on 24 September 2021.

Proceeds of the Notes issuance will be used to refinance the Issuer’s (i) outstanding USD-denominated guaranteed undated notes including, among others, through funding of the Tender Offer, and (ii) other USD-denominated obligations.

The Notes issuance and the Tender Offer are part of AC’s active liability management exercise that aims to take advantage of capital markets opportunities if and when they arise.
Other Relevant Information

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

THE SECURITIES AND THE TENDER OFFER ARE NOT AND WILL NOT BE REGISTERED WITH THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION. ANY FUTURE OFFER OR SALE OF THE SECURITIES IN THE PHILIPPINES IS SUBJECT TO THE REGISTRATION REQUIREMENTS UNDER THE PHILIPPINE SECURITIES REGULATION CODE (THE “SRC”), UNLESS SUCH OFFER OR SALE QUALIFIES AS A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SRC.

The securities referred to herein will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States or any other jurisdiction. Any securities as referred to herein will only be offered and sold outside the United States in reliance on Regulation S under the Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. No public offering of any securities referred to herein will be made in the United States, the Philippines or in any other jurisdiction where such an offering is restricted or prohibited.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or any other jurisdiction where such offer or sale would be unlawful. Release, transmission or distribution to any person is prohibited. No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted.

Ayala Corporation is one of the largest conglomerates in the Philippines. The Company is organized as a holding company of the Ayala Group with a unique portfolio of core and emerging businesses providing access to various engines for growth. The Ayala Group of companies is engaged in the following sectors: real estate, financial services, telecommunications, power, healthcare, logistics, water, industrial technologies, infrastructure, education, and technology ventures.
Filed on behalf by:
Name Celeste Jovenir
Designation Investor Relations Head