C05529-2023

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)
Jul 19, 2023
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
37F to 39F, Ayala Triangle Gardens Tower 2, Paseo de Roxas cor Makati 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 619,807,425
Preferred B Series 1 Shares 20,000,000
Preferred B Series 2 Shares 30,000,000
Voting Preferred Shares 200,000,000
Preferred A Shares 5,244,515
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 4-2 - 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

AC Energy’s partner to take over Kauswagan coal plant
Background/Description of the Disclosure

On March 5, 2021, Ayala Corporation's ("Ayala") wholly-owned subsidiary, AC Energy and Infrastructure Corporation (“ACEIC”), Power Partners Ltd. Co. and certain of their affiliated companies (“Power Partners”), signed a Divestment Agreement for the transfer by ACEIC of its indirect ownership interest in the 4x135MW coal-fired power project in Kauswagan, Lanao del Norte (the "GNPK Project") in favor of Power Partners and its affiliates. Power Partners is AC Energy's existing developer-partner in the GNPK Project.

The transfer will be implemented in tranches with the purchase price to be paid on a deferred basis.
Date of Approval by
Board of Directors		 Dec 17, 2018
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The transaction is aligned with Ayala's commitment to achieve Net Zero greenhouse gas emissions by 2050.
Details of the acquisition or disposition
Date Jul 1, 2019
Manner

The transfer will be implemented through the acquisition by Power Partners and its affiliates of offshore companies owned by ACEIC, which offshore companies own partnership interests in Kauswagan Power Holding Ltd. Co., the majority limited partner in GNPK.
Description of the company to be acquired or sold

Offshore holding companies which are currently being restructured.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 100%
Percentage to the total outstanding shares of the company subject of the transaction 100%
Price per share to be confirmed
Nature and amount of consideration given or received

Base selling price is USD453,242,959.15 subject to agreed adjustment, which shall be paid on a deferred basis.
Principle followed in determining the amount of consideration

Discounted cashflows and other relevant metrics
Terms of payment

Payment will be in one or more instalments on a deferred basis.
Conditions precedent to closing of the transaction, if any

Approval by the Philippine Competition Commission and project lenders, which conditions have already been satisfied, and completion of the restructuring of ACEIC’s ownership interest in the GNPK Project which is ongoing
Any other salient terms

As part of the Divestment Agreement, ACEIC will also sell the project site for the GNPK Project to PMR Group Retirement Plan, Inc., the retirement company affiliated with the GNPower companies, for a consideration of USD15,900,000.00.
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
Affiliates of Power Partners Ltd. Co. N/A
Effect(s) on the business, financial condition and operations of the Issuer, if any

Nothing material
Other Relevant Information

As an amendment to the disclosure made on March 5, 2021, this disclosure reflects March 5, 2021 as the date of signing of the Divestment Agreement, which was previously March 5, 2020.

As an amendment to the disclosure made on March 5, 2021 and March 8, 2021, this disclosure dated July 19, 2023 was made to reflect the June 30, 2023 signing of definitive documents for the sale by ACEIC to Power Partners of the balance of its ownership interests in GNPower Kauswagan Power Ltd. Co., the owner and operator of the GNPK Project. The sale was implemented through the acquisition by Power Partners of offshore companies owned by ACEIC, which offshore companies own partnership interests in GNPK.

With this sale, ACEIC has completed its divestment from the GNPK Project. The selling price for the divested ownership interest (base selling price is USD453,242,959.15, subject to agreed adjustments) is payable on a deferred basis.
Filed on behalf by:
Name Jose Martin Lopez
Designation Head, Investor Relations