C06578-2023

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 24, 2023
2. SEC Identification Number
CS200900917
3. BIR Tax Identification No.
007213353000
4. Exact name of issuer as specified in its charter
ITALPINAS DEVELOPMENT CORPORATION
5. Province, country or other jurisdiction of incorporation
Makati City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Unit 28C BPI Philamlife Building, 6811 Ayala Avenue, Makati City Postal Code 1227
8. Issuer's telephone number, including area code
(632) 88930328
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 629,568,795
11. Indicate the item numbers reported herein
Item No. 9 - Other Events

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.

Italpinas Development CorporationIDC

PSE Disclosure Form 4-22 - Joint Ventures References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Joint Venture Agreement between IDC Prime, Inc., IDC's majority-owned subsidiary, and Ms. Gilda Go
Background/Description of the Disclosure

IDC Prime, Inc., IDC's majority-owned subsidiary, entered into an unincorporated Joint Venture Agreement with Ms. Gilda Go of Cagayan de Oro City for the purpose of developing the latter's property, consisting of 6,790 square meters, located along Rosario Limketkai Avenue, Barangay Lapasan, Cagayan de Oro City.
Date of Approval by Board of Directors Aug 2, 2023
Date of Approval by Stockholders, if applicable N/A
Description and nature of the transaction including the timetable for implementation, and related regulatory requirements

On August 2, 2023, the Board of Directors of IDC Prime, Inc. approved the execution of a Joint Venture Agreement with Ms. Gilda Go of Cagayan de Oro City. The Joint Venture Agreement itself was signed yesterday, August 23, 2023.

The related regulatory requirements include the necessary licenses, environmental clearance, permits, approvals from the Local Government Unit, DHSUD, public utility companies and other government agencies having authority on mixed use development projects.
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

IDC intends to grow its project portfolio by farming out the development to its subsidiaries, leaving IDC free to explore new locations, negotiate additional joint ventures, and tap diverse funding sources.
Terms and conditions of the joint venture
Amount of investment and/or interest by the parties involved

Ms. Gilda Go is contributing a prime property, consisting of 6,790 square meters, located along Rosario Limketkai Avenue, Barangay Lapasan, Cagayan de Oro City. IDC Prime, Inc. will develop the property into a mixed use development, while IDC will provide management and technical oversight. Total project cost is estimated to be Php 1.2 Billion.
Provisions on profit-sharing, arrangements on management and operations

Miss Go will be entitled to 20% of the number of sellable units, corresponding in value to not less than Php 100 Million at pre-selling price. IDC Prime, Inc. will be entitled to the remaining 80% of the sellable units.
Conditions precedent to closing of transaction, if any

None
Other salient features of the joint venture agreement

Warranties and obligations of both the landowner and developer
Identity and/or corporate background of the parties to the transaction, including the following
Name Nature of Business Nature of any material relationship with the Issuer and the parties to the joint venture, their directors/officers or any of their affiliates
IDC Prime, Inc. real estate development majority-owned subsidiary of IDC
Gilda Go landowner no relation to IDC or IDC Prime, Inc.
Effect(s) on the business, financial condition and operations of the Issuer, if any

With development to be undertaken by its majority-owned subsidiary, IDC will be free to explore new locations, negotiate additional joint ventures, and tap diverse funding sources. At the same time, IDC Prime, Inc. estimates gross profit margin of 59.40%.
Other Relevant Information

The date of approval of the Board of Directors indicated above refer to the date of approval by the Board of IDC Prime, Inc. No approval by the Board of IDC is necessary since IDC is not a party to the joint venture.

Statements on total project costs and gross profit margins are estimates, and based on current plans, targets and projections, and are subject to inherent risks, uncertainties and other factors which could cause actual results to differ materially from the future results expressed or implied by such statements. Actual future costs, gains or losses could differ materially from those that have been estimated.
Filed on behalf by:
Name Aleli Cordero
Designation Legal Counsel/Corporate Information Officer