C06612-2021

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)
Oct 1, 2021
2. SEC Identification Number
CS201619734
3. BIR Tax Identification No.
009393167
4. Exact name of issuer as specified in its charter
Chelsea Logistics and Infrastructure Holdings Corp.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Stella Hizon Reyes Road, Bo. Pampanga, Davao City Postal Code 8000
8. Issuer's telephone number, including area code
09175332010
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 1,821,977,615
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.

Chelsea Logistics and Infrastructure Holdings Corp.C

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

Purchase of shares of KGLI-NM Holdings, Inc.

Background/Description of the Disclosure

Chelsea Logistics and Infrastructure Holdings Corp. purchased from ES Consultancy Group, Inc., 43,081 Redeemable Preferred B Shares and 200 Common Shares (the "Subject Shares") of KGLI-NM Holdings, Inc.

Date of Approval by
Board of Directors
May 17, 2021
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

To buy out the minority interest in KGLI-NM Holdings, Inc. being held by ES Consultancy Group,Inc.

Details of the acquisition or disposition
Date Oct 1, 2021
Manner

Deed of Absolute Sale of Shares

Description of the company to be acquired or sold

KGLI-NM Holdings, Inc. is a corporation duly organized and existing under Philippine laws. 50.37% of KGLI-NM shares are owned by Udenna Investments B.V., Inc., and 39.70% is owned by Chelsea Logistics and Infrastructure Holdings Corp.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 43,281
Percentage to the total outstanding shares of the company subject of the transaction 9.93
Price per share P20,309.30 Preferred Share P10.00 Common Share
Nature and amount of consideration given or received

The total purchase price for the Subject Shares is Eight Hundred Seventy Four Million Nine Hundred Forty Seven Thousand One Hundred Thirty Five & 04/100 Pesos (P 874,947,135.04) or a purchase price of Php 20,309.30 per Preferred B Share and P 10.00 per Common Share.

Principle followed in determining the amount of consideration

Valuation is the proportional share of ES Consultancy Group, Inc.in the 2Go Group shareholdings of KGLI-NM Holdings.

Terms of payment

Cash

Conditions precedent to closing of the transaction, if any

None

Any other salient terms

None

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
ES Consultancy Group, Inc. Seller is minority shareholder in KGLI-NM Holdings, Inc., where Udenna Investments B.V. and Chelsea Logistics are also stockholders.
Effect(s) on the business, financial condition and operations of the Issuer, if any

KGLI-NM Holdings, Inc. will effectively be wholly-owned by Chelsea Logistics and Infrastructure Holdings Corp. as the other shareholder of KGLI-NM, Udenna Investments B.V. is wholly-owned by Chelsea Logistics.

Other Relevant Information

Full divestment of Chelsea Logistics in 2Go Group, Inc.

Filed on behalf by:
Name Ma. Henedina San Juan
Designation Corporate Secretary