C07168-2023

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 28, 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
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
8893 0328
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 4-2 - 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

Additional Subscription in Subsidiary
Background/Description of the Disclosure

IDC Prime, Inc., IDC's majority owned subsidiary approved to increase its capital stock from Php1,000,000.00 to Php300,000,000.00. IDC subscribed to 30% of the increase, and paid up such subscription, or Php90,000,000.00, in full, as follows:

Php50,562,000.00 payable by virtue of a DEED OF EXCHANGE for the properties covered by Transfer Certificates of Title Nos. T-126986 and 126987 of the Registry of Deeds of Cagayan de Oro City, such valuation being based on the Certification from the Bureau of Internal Revenue on zonal valuation

Php39,438,000.00 payable by conversion to equity of advances which IDC has previously made to IDC PRIME.
Date of Approval by
Board of Directors		 Sep 27, 2023
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The subscription will ensure that the subsidiary remains majority-owned and controlled by IDC. At the same time, there will be no actual cash infusion since part of the subscription will be paid by way of exchange of real property for equity, while the balance of the subscription will be by way of conversion of existing advances into equity
Details of the acquisition or disposition
Date TBA
Manner

IDC subscribed to 30% of the increase in capital stock of IDC Prime, and paid up such subscription, or Php90,000,000.00,in full through exchange of real property valued at Php50,562,000.00 for equity, and conversion of advances to IDC Prime in the amount of Php39,438,000.00 into equity,
Description of the company to be acquired or sold

IDC Prime, Inc. is a subsidiary of IDC. The latter owns 99.92% of the stock of the said corporation prior to the increase.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 900,000
Percentage to the total outstanding shares of the company subject of the transaction 30
Price per share 100
Nature and amount of consideration given or received

Php50,562,000.00 payable by virtue of a DEED OF EXCHANGE for the properties covered by Transfer Certificates of Title Nos. T-126986 and 126987 of the Registry of Deeds of Cagayan de Oro City, such valuation being based on the Certification from the Bureau of Internal Revenue on zonal valuation

Php39,438,000.00 payable by conversion to equity of advances which IDC has previously made to IDC PRIME.
Principle followed in determining the amount of consideration

The purchase price is based on par value
Terms of payment

The Deed of Exchange was executed on September 27, 2023 upon approval by the Board of IDC and IDC Prime. The conversion of advances to equity was likewise approved on September 27, 2023 by both Boards.
Conditions precedent to closing of the transaction, if any

None
Any other salient terms

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

The increase in capitalization will strengthen IDC Prime, and allow IDC to assign development projects to the said subsidiary, and concentrate on exploring other locations, negotiating additional joint ventures, and tapping into diverse funding sources.
Other Relevant Information

On June 21, 2023, the increase in capital stock was approved by the Board of Directors and the Stockholders of IDC Prime. On September 27, 2023, the following was approved by the Board of IDC: (1) the amount of subscription, (2) the nature of the consideration, (3) the amount of consideration, including the valuation of the real property using BIR zonal values,. On the same date, the Board of IDC Prime approved the nature and amount of the consideration for the subscription. The Deed of Exchange was likewise executed on the same date.

Prior to the increase, IDC Prime has outstanding capital stock of 10,000 shares. After the increase, outstanding shares will be 3,000,000 shares.
Filed on behalf by:
Name Aleli Cordero
Designation Legal Counsel/Corporate Information Officer