C04364-2023

SECURITIES AND EXCHANGE COMMISSION
SEC 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)
May 31, 2023
2. SEC Identification Number
14782
3. BIR Tax Identification No.
000-128-846-000
4. Exact name of issuer as specified in its charter
Liberty Flour Mills, Inc.
5. Province, country or other jurisdiction of incorporation
Makati City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Liberty Building, 835 A. Arnaiz Avenue, Makati City Postal Code 1229
8. Issuer's telephone number, including area code
02 8892-5011
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 150,000,000
11. Indicate the item numbers reported herein
2

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.

Liberty Flour Mills, Inc.LFM

PSE Disclosure Form 4-1 - Acquisition or Disposition of Assets References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Sale of Liberty Building
Background/Description of the Disclosure

On March 27, 2023, the Board of Directors of Liberty Flour Mills, Inc. (LFM) approved the sale of Liberty Building to LFM Properties Corporation (hereafter “LPC”). The terms of the sale were subjected to a fairness opinion from an independent third-party financial adviser.

On May 3, 2023 the independent third-party financial adviser advised that the fair price for LFM Building is about 27% of the value of LFM Total Assets.

On May 31, 2023, after being given an opportunity to study the fairness opinion provided by the independent third-party financial adviser, and upon negotiations of the Parties, the Board of Directors of the Company has approved: (a) the fairness opinion; and (b) the entering into a Contract to Sell with LPC with a tentative signing date of June 2, 2023.
Date of Approval by
Board of Directors		 May 31, 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 of Liberty Building is to restructure its real estate portfolio and to focus more on primary purpose of being a flour milling company and other related food business.
Details of the acquisition or disposition
Date TBA
Description of the Transaction

The sale of the land and building identified as Liberty Building to LPC.
Manner

The purchase of Liberty Building will be on an installment basis, with full payment to be tendered on or before November 30, 2024. The Deed of Absolute Sale will be executed and the absolute transfer of Liberty Building to LPC will be made upon the tender of the Final Installment Payment.
Description of the assets involved

Liberty Building is an 8-story building located along A. Arnaiz Avenue. This building houses multiple commercial tenants with eight (8) office floors and one (1) basement parking area.
Terms and conditions of the transaction
Nature and amount of consideration given or received

Based on the advice of the independent third party adviser the fair price for LFM Building is about 27% of the value of LFM's Total Assets.
Principle followed in determining the amount of consideration

LFM will sell the property in an installment basis with the amount of the consideration based on the fairness opinion of the independent third–party financial adviser.
Terms of payment

The terms of payment will be deposit of 22% of the Purchase Price on or before April 20, 2023, the balance of the purchase price will be in installments which must be fully paid on or before November 30, 2024.
Conditions precedent to closing of the transaction, if any

Full payment of the purchase price.
Any other salient terms

None.
Identity of the person(s) from whom the assets 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
LFM Properties Corporation Subsidiary
Effect(s) on the business, financial condition and operations of the Issuer, if any

LFM will incur a one-time gain and have more funds on flour milling and other related business.
Other Relevant Information

At the May 31, 2023 Board of Director's Meeting, the Company approved the entering into a Contract to Sell on an Installment Basis. The last installment payment is to be made on or before November 30, 2024. Upon and simultaneous with the tendering of the final installment payment, LFM and LPC will execute a Deed of Absolute Sale.
If the transaction being reported is an acquisition, kindly submit the following additional information:
Source(s) of funds

N/A
If any asset so acquired by the issuer or its subsidiaries constituted plant, equipment or other physical property, state the nature of the business in which the assets were used by the persons from whom acquired and whether the issuer intends to continue such use or intends to devote the assets to other purposes, indicating such other purposes

N/A
Filed on behalf by:
Name Michael John Jr. Tantoco
Designation Company Information Officer