C07677-2023

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)
Oct 25, 2023
2. SEC Identification Number
ASO-94-007160
3. BIR Tax Identification No.
004-450-721-000
4. Exact name of issuer as specified in its charter
ARTHALAND CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
7/F Arthaland Century Pacific Tower, 5th avenue corner, 30th street, BGC, Taguig city Postal Code 1634
8. Issuer's telephone number, including area code
+63284036910
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 5,318,095,199
Preferred - Series A 12,500,000
Preferred - Series B 20,000,000
Preferred - Series C 10,000,000
Preferred - Series D 6,000,000
11. Indicate the item numbers reported herein
Item 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.

Arthaland CorporationALCO

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 Shares of Bhavya Properties, Inc. ("Bhavya")

Background/Description of the Disclosure

The Corporation will subscribe to 663,000 preferred shares of Bhavya from its unissued authorized capital stock.

Date of Approval by
Board of Directors
Oct 25, 2023
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

Bhavya will leverage on the additional equity to fund Eluria’s working capital requirements until its scheduled project completion in 2025, while ensuring compliance with all its financial covenants,

Details of the acquisition or disposition
Date Nov 10, 2023
Manner

The acquisition is by way of subscription to preferred shares.

Description of the company to be acquired or sold

Bhavya has an authorized capital stock of Php100,000,000.00. Its total subscribed capital and paid up capital are Php25,000,000.00 and Php25,000,000.00, respectively.

Bhavya is 60% owned by the Corporation and 40% by Narra Investment Properties Pte. Ltd. It is presently developing the residential condominium Eluria located at 119 Rada Street, Legaspi Village, Makati City.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 663,000
Percentage to the total outstanding shares of the company subject of the transaction 60
Price per share Php100.00
Nature and amount of consideration given or received

Php66,300,000.00 to be paid in cash

Principle followed in determining the amount of consideration

The consideration was determined based on net asset value of Bhavya.

Terms of payment

The total consideration will be paid not later than 10 November 2023.

Conditions precedent to closing of the transaction, if any

None.

Any other salient terms

Preferred shares are voting and have such features as the Bhavya Board of Directors prescribe, but in no case such shares shall be cumulative or redeemable at the option of the holder.

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
Bhavya Properties, Inc. 60% owned by the Corporation
Effect(s) on the business, financial condition and operations of the Issuer, if any

The Corporation will remain compliant with all its financial covenants.

Other Relevant Information

Bhavya's preferred shares have a par value of Php1.00 per share.

Narra is a private limited liability company existing and duly constituted under the laws of Singapore with principal office address at 10 Changi Business Park Central 2 #01-02, Hansapoint, Singapore 486030, and managed by Arch Capital Management Company Limited. It will also subscribe to Bhavya’s preferred shares to the extent of 442,000 at the same subscription price of Php100.00.

Filed on behalf by:
Name Margeline Hidalgo
Designation Documentation Counsel