C06936-2023

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)
Sep 14, 2023
2. SEC Identification Number
A200201756
3. BIR Tax Identification No.
216-203-212-000
4. Exact name of issuer as specified in its charter
Robinsons Retail Holdings, Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
43rd Floor, Robinsons Equitable Tower, ADB Avenue cor. Poveda Street, Ortigas Center, Pasig City Postal Code 1600
8. Issuer's telephone number, including area code
8635-0751
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 1,468,983,340
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.

Robinsons Retail Holdings, Inc.RRHI

PSE Disclosure Form 16-1- Update on Corporate Actions/
Material Transactions/Agreements References: SRC Rule 17 (SEC Form 17-C) and
Section 16 of the Revised Disclosure Rules

Subject of the Disclosure

Update on the Merger of BPI and Robinsons Bank which was approved by the Board of Directors of Robinsons Retail Holdings, Inc. on September 30, 2022
Background/Description of the Disclosure

This refers to the disclosure filed by Robinsons Retail Holdings, Inc. (RRHI) last September 30, 2022 on the approval to enter into an agreement among the Bank of the Philippine Islands (“BPI”), RRHI and JG Summit Capital Services Corporation (“JG Capital” and, together with RRHI, the “Robinsons Bank Shareholders”) for the merger of BPI and Robinsons Bank Corporation, with BPI emerging as the surviving entity (the “Merger”), subject to shareholders and regulatory approvals.

It was stated that, upon the effectivity of the Merger after receipt of all necessary corporate and regulatory approvals, the Robinsons Bank Shareholders will collectively hold approximately 6% of the resulting outstanding capital stock of BPI.

In a disclosure filed by BPI with the PSE it was indicated that, on December 14, 2022, the Board of Directors of BPI approved the issuance to the Robinsons Bank Shareholders of common shares pursuant to the Merger which shall, in no case, be more than 318,912,309 common shares.

As of December 15, 2022, the exact number of BPI common shares to be issued to RRHI has not yet been firmed up and will be subject to final determination on or before Closing Date.

On January 26, 2023, a Supplement to the Agreement for the Merger of Bank of the Philippine Islands and Robinsons Bank Corporation was executed by and among BPI, RRHI, JG Capital and Robinsons Bank Corporation. The Articles of Merger and the Plan of Merger were likewise executed on the same date by BPI and Robinsons Bank Corporation. The parties shall proceed with obtaining approval from the Philippine Competition Commission and filing the documents for the Merger with the Bangko Sentral ng Pilipinas and the Securities and Exchange Commission.

RRHI was informed by BPI that it received on September 13, 2023 the signed decision of the Philippine Competition Commission (PCC) clearing the proposed merger between BPI and Robinsons Bank Corporation.
Other Relevant Information

Further disclosures shall be made upon final determination of the number of BPI common shares to be issued to RRHI arising from the Merger.

This disclosure was updated in order to state that on September 13, 2023 BPI received the signed decision of PCC clearing the Merger.

Please find attached SEC Form 17-C dated September 14, 2023 on the receipt of the PCC decision.
Filed on behalf by:
Name Rosalinda Rivera
Designation Corporate Secretary