C07399-2023

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)
Oct 11, 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 Corner 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 A Shares (Reissued) 5,244,515
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 4-2 - 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

Partial sale of Ayala Corporation’s (AC) investment in Manila Water Company, Inc. (MWC)
Background/Description of the Disclosure

AC and its wholly-owned subsidiary Philwater Holdings Company, Inc. (Philwater) will sell 288,998,734 MWC common shares and 436,243,932 MWC participating preferred shares, respectively, to MWC in a buyback transaction for a gross consideration of ~P5.7bn.

Post-transaction, AC will retain an effective 23.5% voting stake and effective 22.5% economic stake in MWC.
Date of Approval by
Board of Directors		 Oct 11, 2023
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The sale is aligned with Ayala’s strategy to rationalize its portfolio and raise P50 billion in proceeds.

The proceeds will be used to pare down debt and/or fund future investments.
Details of the acquisition or disposition
Date Oct 11, 2023
Manner

AC’s sale of common shares in MWC through regular block trade and Philwater’s sale of participating preferred shares in MWC to MWC.
Description of the company to be acquired or sold

MWC provides water treatment, water distribution, sewerage and sanitation services to more than seven million people in the eastern side of Metro Manila (East Zone). The East Zone encompasses 24 cities and municipalities spanning a 1,400-square kilometer area including key cities, towns, and municipalities in Metro Manila.

MWC holds the right to provide water and used water services to the East Zone under a Concession Agreement entered into between MWC and the Metropolitan Waterworks and Sewerage System (MWSS) in August 1997. MWC’s concession was extended by another 15 years by MWSS and the Philippine Government in 2009, thereby extending the term from May 2022 to May 2037.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 725,242,666
Percentage to the total outstanding shares of the company subject of the transaction 10.5
Price per share See below
Nature and amount of consideration given or received

Cash proceeds (before taxes and friction costs) of ~P5.7 billion.
Principle followed in determining the amount of consideration

MWC common shares were priced at P17.1647/share based on a 30-day volume-weighted average price as of October 10, 2023, less a 4% block discount, aligned with the standard deal structure of block sales.

Preferred shares were priced on a negotiated basis at P1.7165/share, considering the participation features of such shares to dividends to common shares on a 1/10 basis.
Terms of payment

A cash consideration of ~P5.7 billion shall be paid to AC by MWC.
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
Manila Water Company, Inc. Associate
Effect(s) on the business, financial condition and operations of the Issuer, if any

Nothing material.
Other Relevant Information

AC’s Executive Committee approved the transaction on October 11, 2023, in the exercise of its authority under AC’s By-Laws.
Filed on behalf by:
Name Jose Martin Lopez
Designation Head, Investor Relations