C05455-2023

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 14, 2023
2. SEC Identification Number
170957
3. BIR Tax Identification No.
000-533-224
4. Exact name of issuer as specified in its charter
FILINVEST LAND, INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
No. 79 EDSA, Highway Hills, Mandaluyong City, Metro Manila Postal Code 1550
8. Issuer's telephone number, including area code
(632) 7918-8188
9. Former name or former address, if changed since last report
Not applicable
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 24,249,759,506
Preferred 8,000,000,000
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.

Filinvest Land, Inc.FLI

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

Acquisition of 100% of the outstanding capital stock of Niyog Property Holdings, Inc. (“Niyog”)

Background/Description of the Disclosure

Filinvest Land Inc. (“FLI”) signed a share purchase agreement with Rizal Commercial Banking Corporation (“RCBC”), beneficial owner of 100% of the outstanding capital stock of Niyog.

Date of Approval by
Board of Directors
Jul 14, 2023
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

With direct ownership of Niyog, which owns several properties in Bacoor, Cavite, this transaction will increase FLI’s real estate developments in the said area.

Details of the acquisition or disposition
Date Jul 14, 2023
Manner

Direct Purchase

Description of the company to be acquired or sold

Niyog is wholly-owned subsidiary of RCBC. Niyog, as owner of certain parcels of land located in Bacoor, Cavite, has a joint development agreement with FLI, wherein FLI undertook the development of the parcels of land, into an exclusive residential subdivision.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 1,390,945
Percentage to the total outstanding shares of the company subject of the transaction 100
Price per share 391.42
Nature and amount of consideration given or received

Total consideration for the purchase of the Shares is Php544,440,000.00, which shall be paid installments.

Principle followed in determining the amount of consideration

The valuation was agreed upon taking into account the value of the assets of Niyog.

Terms of payment

1. 30% of the Purchase Price payable upon closing;
2. Balance net of retention shall be payable in five years within interest rate equivalent to 5-year BVAL rate.

Conditions precedent to closing of the transaction, if any

Conditions precedent typical and customary for share purchase agreement such as but not limited to corporate approvals.

Any other salient terms

The share purchase agreement includes other customary provisions in transactions of the same nature such as standard representations and warranties and undertakings.

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
RCBC None
Effect(s) on the business, financial condition and operations of the Issuer, if any

With direct ownership of Niyog, which owns several properties in Bacoor, Cavite, this transaction will increase FLI’s real estate development in the said area.

Other Relevant Information

None.

Filed on behalf by:
Name Katrina Clemente- Lua
Designation Corporate Secretary and Corporate Information Officer