C06127-2023

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)
Aug 8, 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
NA
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

Ayala Corporation (AC) has signed definitive agreements with Prime Asset Ventures, Inc. (PAVI) for the sale of AC’s 100% stake in MCX Project Company, Inc. (MCXPCI).
Background/Description of the Disclosure

AC has signed definitive agreements with PAVI for the sale of AC’s 100% stake in MCXPCI in accordance with the provisions of the Concession Agreement for the Muntinlupa-Cavite Expressway (MCX) Project. MCXPCI is the company that holds the assets and obligations under the Concession Agreement.
Date of Approval by
Board of Directors		 Dec 10, 2021
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The sale of MCXPCI is aligned with AC’s strategic priority to realize value from certain non-core assets and sharpen its focus on the continued expansion of its core businesses in real estate, banking, telecommunications, and power, and scaling up its emerging businesses in healthcare and logistics. In addition, the transaction supports Ayala’s target to raise US$1 billion from value realization initiatives by 2023, which is executed through a combination of strategic partnerships and divestment of certain non-core assets. The proceeds will be used to fund future investments and further strengthen the company’s balance sheet.
Details of the acquisition or disposition
Date Aug 8, 2023
Manner

Sale of secondary shares and redemption of preferred shares held by AC in MCXPCI.
Description of the company to be acquired or sold

MCXPCI is a 100%-owned entity by AC incorporated for the purpose of holding the concession assets and obligations under MCX Project Concession Agreement (MCX CA), which AC entered into in 2012.

The concession assets and obligations under the MCX CA was transferred to MCXPCI in March 2023 following the consent granted by DPWH and the confirmation of valuation from SEC.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 3,272,686,373
Percentage to the total outstanding shares of the company subject of the transaction 100
Price per share Less than 10% of AC's total equity
Nature and amount of consideration given or received

Cash, P3,800,000,000
Principle followed in determining the amount of consideration

Discounted Cash Flow Valuation
Terms of payment

A consideration of P3.8 billion shall be paid to AC
Conditions precedent to closing of the transaction, if any

(a) Amendment Agreement to the Original Concession Agreement;
(b) Third Party Consents of the DOTr and the TRB in relation to the Interoperability MOA;
(c) Third Party Amendment Agreements
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
Prime Asset Ventures, Inc. None
Effect(s) on the business, financial condition and operations of the Issuer, if any

None
Other Relevant Information

The original disclosure (Circular/Report Number C01790-2022) dated March 18, 2022 was amended on August 8, 2023 to reflect the signing of definitive agreements for AC's sale of its 100% stake in MCXPCI to PAVI.
Filed on behalf by:
Name Jose Martin Lopez
Designation Head, Investor Relations