C00510-2024

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)
Jan 30, 2024
2. SEC Identification Number
CEO2536
3. BIR Tax Identification No.
003-828-269-V
4. Exact name of issuer as specified in its charter
ABOITIZ EQUITY VENTURES INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
32nd Street, Bonifacio Global City, Taguig City, Metro Manila, Philippines Postal Code 1634
8. Issuer's telephone number, including area code
(02) 8 886-2800
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 Stock P1 Par Value 5,619,785,757
Amount of Debt Outstanding (As of Sept 30, 2023) 386,624,150,000.00
11. Indicate the item numbers reported herein
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.

Aboitiz Equity Ventures, Inc.AEV

PSE Disclosure Form 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure

Aboitiz Equity Ventures Inc. (AEV) and Coca-Cola Europacific Partners plc (CCEP) received the certificate of approval from the Philippine Competition Commission (PCC) on January 30, 2024 to proceed with the acquisition of ownership in Coca-Cola Beverages Philippines, Inc. (CCBPI)
Background/Description of the Disclosure

AEV and CCEP received the PCC’s certificate of approval for their joint acquisition of 100% of CCBPI, where AEV will hold 40% beneficial ownership in CCBPI, while CCEP will hold 60% stake in CCBPI (the “Transaction”).
Date of Approval by Board of Directors Aug 30, 2023
Date of Approval by Stockholders N/A
Other Relevant Regulatory Agency, if applicable Philippine Competition Commission
Date of Approval by Relevant Regulatory Agency Jan 30, 2024
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

Acquisition of the exclusive bottler and distributor of the products of TCCC in the Philippines which benefits from attractive profitability and growth prospects
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

CCEP Aboitiz Beverages Philippines Inc. (CABPI), a company duly incorporated on December 13, 2023, will acquire 100% of the share capital of CCBPI. Following the PCC approval, CABPI will be funded by CCEP and AEV on a ratio of 60% and 40%, respectively.

The parties expect to close the Transaction towards the end of February 2024 after receipt of the PCC approval and upon completion of the remaining conditions precedent (items 2, 3, and 4 of the list enumerated in the relevant portion of this disclosure).
Identities of the parties to the transaction
Name Nature of Business Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Coca-Cola Europacific Partners plc Engaged in consumer goods, making, selling and distributing an extensive range of primarily non-alcoholic ready to drink beverages None
Coca-Cola South Asia Holdings Inc. Holding company None
Coca-Cola Holdings (Overseas) Ltd Holding company None
Coca-Cola Beverages Philippines, Inc. Manufacture and distribution of alcoholic and non-alcoholic beverages None
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)

USD1.8 billion for 100% of CCBPI, subject to cash, debt-like items and working capital adjustments at closing of the Transaction
Basis upon which the amount of consideration or value of the transaction was determined

Based on an enterprise value of USD 1.8 billion on a cash-free, debt-free basis which was arrived on a willing buyer, willing seller basis between CCEP, AEV and TCCC
The number of shares to be acquired AEV and CCEP will acquire through the holding company: (a) 2,447,956,683 shares of class A common stock with par value of PHP2.00, and (b) 1,000 shares of class B common stock with par value PHP1.00
Ratio/percentage to total outstanding capital stock 100
Terms of payment

Lump sum cash payment at closing with a true-up adjustment post-closing
Conditions precedent to closing of the transaction, if any

1. Receipt of approval from the PCC
2. No governmental entity of competent authority shall have issued an order or enacted a law that makes the transaction illegal or prohibits the consummation of the transaction.
3. Fulfillment of the warranties and covenants of the Sellers and the Buyers.
4. No material adverse effect shall have occurred.
5. Completion of the incorporation of the holding company which will acquire the shares in CCBPI
Description of the company subject of the transaction
Nature and business

To conduct, undertake and engage in the manufacture, production, sale, import, export and otherwise carry out the business activities for both non-alcoholic beverages and alcoholic beverages, in all forms, kinds and classes, and any and all business activities incidental or related to carrying out this objective, including but not limited to distribution and warehousing services and management and administrative services in relation thereto.
Discussion of major projects and investments

CCBPI is the leading beverage supplier in the Philippines, with a wide supply chain footprint consisting of 73 production lines and 19 plants
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
Philippine Bottlers, Inc. (“PBI”) 99.9
Cosmos Bottling Corporation (“CBC”) 99.5
Coca-Cola Bottlers Business Services, Inc. (“CCBBSI”) 99.9
PETValue 39
Luzviminda Land Holdings, Inc. (“LLHI”) 40

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
Shares of stock (Common Shares A) PHP4,895,913,366.00 2,447,956,683
Shares of stock (Common Shares B) Php100,000.00 100,000
Subscribed Shares
Type of Security Amount Number of Shares
Shares of stock (Common Shares A) PHP4,895,913,366.00 2,447,956,683
Shares of stock (Common Shares B) Php1,000.00 1,000
Paid-Up Capital
Amount Php4,895,914,366.00
Number of Shares 2,447,957,683
Issued Shares
Type of Security Amount Number of Shares
Shares of stock (Common Shares A) Php4,895,913,366.00 2,447,956,683
Shares of stock (Common Shares B) Php1,000.00 1,000
Outstanding Shares
Type of Security Amount Number of Shares
Shares of stock (Common Shares A) Php4,895,913,366.00 2,447,956,683
Shares of stock (Common Shares B) Php1,000.00 1,000
Par Value
Type of Security Amount
Common Shares A Php2.00 per share
Common Shares B Php1.00 per share
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Coca-Cola South Asia Holdings, Inc. (Common Shares A) 1,939,882,138 79.2
Coca-Cola South Asia Holdings, Inc. (Common Shares B) 996 0
Coca-Cola Holdings (Overseas) Ltd. (Common Shares A) 508,074,544 20.8
Board of Directors
Name (Regular or Independent)
Gareth Paul McGeown Regular
Francis Garcia Regular
Andrea Therese Cheng Regular
Jawahar Solai Kuppuswamy Regular
Terence Fernando Regular
Principal Officers
Name Position/Designation
Gareth Paul McGeown Chairman/CEO President
Jawahar Solai Kuppuswamy Chief Finance Officer
Terence Fernando Corporate Secretary
Jai Jagannath Tamayo Assistant Corporate Secretary
Cherie Amor Galan Assistant Corporate Secretary
Effect(s)/impact on the business, financial condition and operations of the Issuer

Build on AEV’s portfolio diversification strategy to enter the branded consumer goods spaces
Other Relevant Information

The disclosure submitted last November 20, 2023 was updated to reflect the receipt of the PCC’s certificate of approval on January 30, 2024.
Filed on behalf by:
Name Sammy Dave Santos
Designation Senior Associate General Counsel