C07972-2023

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)
Nov 9, 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
Metro Manila, 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

Termination of Joint Venture Agreement between Italpinas Development Corporation ("IDC") and Lanvin Natural Resources Corporation ("Lanvin")
Background/Description of the Disclosure

IDC entered into an unincorporated Joint Venture Agreement with Lanvin for the purpose of developing an area of 5,347 square meters into Phase 2 of its Miramonti Green residences Project, which is located at Sto. Tomas, Batangas.

On November 7, 2023, the Board of Directors of IDC approved the termination of the joint venture, and the outright purchase of the property.

Today, November 9, 2023, the Joint Venture Termination Agreement and the Deed of Absolute Sale were signed by both parties.
Date of Approval by Board of Directors May 26, 2022
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 May 26, 2022, the Board of Directors of IDC, upon recommendation of the Audit Committee, and in accordance with the Policy on Material Related Party Transactions, approved the execution of a Joint Venture Agreement with Lanvin.

On June 23, 2022, after trading hours, IDC signed the Joint Venture Agreement.

On November 7, 2023, the Board of IDC approved the termination of the joint venture, and the outright purchase of the property.

With the execution of the Deed of Absolute Sale, the registration of the property will be transferred to IDC.
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The property subject of the Joint Venture Agreement has always been intended to constitute Phase 2 of IDC's Miramonti Green Residences Project. The joint venture with Lanvin allowed IDC to secure the property without capital outlay while it was not yet ready to start development on Phase 2. With the termination of the joint venture and the outright purchase of the property at the same price at which Lanvin bought it from RFM, IDC stands to appropriate the profits from the development without having to share trhe same with the landowner.
Terms and conditions of the joint venture
Amount of investment and/or interest by the parties involved

Under the Joint Venture Agreement, Lanvin contributed the property with an area of 5,347 square meters, as well as provided consultancy services. IDC, on the other hand, will develop the area into a condominium project, specifically Phase 2 of Miramonti Green Residences. Total project cost is approximately Php 1.8 Billion.

Under the Termination Agreement and the Deed of Absolute Sale, Lanvin agreed to terminate the joint venture and sell the property subject thereof to IDC for the same price at which it bought the same from RFM.
Provisions on profit-sharing, arrangements on management and operations

Under the Joint Venture Agreement Lanvin was supposed to be entitled to sufficient number of units corresponding in value to Php 58 Million valued at pre-selling price. IDC to the remaining units in the project.

With the termination of the joint venture, Lanvin will no longer be entitled to a share in the units, all of which will now accrue entirely to IDC.
Conditions precedent to closing of transaction, if any

None
Other salient features of the joint venture agreement

None
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
Lanvin Natural Resources Corporation Mining Wholly owned by the family of IDC's President, Atty. Jose D. Leviste III
Effect(s) on the business, financial condition and operations of the Issuer, if any

With no joint venture partner to share in the profits, IDC expects net profits in the range of Php 1.3 Billion to 4.6 Billion once the Project is fully sold post development,
Other Relevant Information

The termination of the joint venture and outright purchase of the property subject thereof results in the extinguishment of the obligations of the parties to each other, and the vesting of full ownership and control over the property and the project on IDC.

Statements on total project cost and net profits 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