C07829-2023

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 31, 2023
2. SEC Identification Number
CS201619734
3. BIR Tax Identification No.
009-393-167
4. Exact name of issuer as specified in its charter
Chelsea Logistics and Infrastructure Holdings Corp.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Stella Hizon Reyes Road, Bo.Pampanga, Davao City Postal Code 8000
8. Issuer's telephone number, including area code
+63 82 2245373 /+63 2 8403 4015
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 2,274,768,615
11. Indicate the item numbers reported herein
-

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.

Chelsea Logistics and Infrastructure Holdings Corp.C

PSE Disclosure Form 4-32 - Reply to Exchange's Query

Subject of the Disclosure

Issuance of the Common Shares of the Corporation to Metropolitan Bank & Trust Company- Trust Banking Group and to Private Education Retirement Annuity Association
Description of the Disclosure

Chelsea Logistics & Infrastructure Holdings Corp. replies to the Exchange's queries on the issuance of the Corporation's 77,791,000 Common shares to Metropolitan Bank & Trust Company- Trust Banking Group (MBTC), and to the Members of the Board of Trustees of the Private Education Retirement Annuity Association (PERAA), pursuant to the Subscription and Debt Conversion Agreements entered into by the Corporation with MBTC and PERAA.
Information Requested

1. Nature and description of the transaction including the including date of approval by the Company’s Board of Directors, date of execution of any agreement/contract and related regulatory requirements if applicable;
2. Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction;
3. The aggregate value of the transaction, including (i) the basis in determining the issue price, (ii) the number of shares to be issued and its corresponding percentage to C’s resulting issued and outstanding shares, and (iii) the terms of payment or date of full payment and date of issuance of shares;
4. The terms and conditions of the transaction;
5. The basis upon which the consideration or the issue value was determined;
6. Corporate background of the subscribers;
7. Organizational/Ownership Structure of Subscribers;
8. Effects in the Company’s ownership structure and capital structure before and after the transaction;
9. Effect(s) on the business, financial condition and operations of the Company, if any
10. The interest which directors of the parties to the transaction have in the proposed transaction;
11. Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders
12. Any conditions precedent to closing of the transaction;
13. Any other relevant information.
Filed on behalf by:
Name Ma. Henedina San Juan
Designation Corporate Secretary