C08370-2023

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 24, 2023
2. SEC Identification Number
60566
3. BIR Tax Identification No.
004-504-281-000
4. Exact name of issuer as specified in its charter
CENTURY PROPERTIES GROUP INC.
5. Province, country or other jurisdiction of incorporation
Metro Manila
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
35th Floor Century Diamond Tower, Century City, Kalayaan Avenue, Makati City Postal Code 1200
8. Issuer's telephone number, including area code
632-7-7938905
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 11,599,600,690
Preferred 30,000,000
11. Indicate the item numbers reported herein
Item 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.

Century Properties Group, Inc.CPG

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 by CPG of the 40% shares of Mitsubishi Corporation in Phirst Park Homes, Inc.
Background/Description of the Disclosure

CPGI would like to inform the Honorable Exchange that at the Special Board Meeting held today, May 31, 2023, the Board of Directors of the Company approved the acquisition of the 40% shareholdings or One Billion Sixty Million (1,060,000,000) common shares with a par value of One Peso (PhP1.00) per share and Two Hundred Sixty Five Thousand (265,000) Preferred B shares with a par value of One Thousand Pesos (PhP1,000.00) per share of MITSUBISHI CORPORATION in PHirst Park Homes Inc. (“PPHI”). The said acquisition is subject to agreed conditions precedent and credit and regulatory approvals, including the Philippine Competition Commission.

PPHI was incorporated on August 31, 2018, and is the first-home division and brand of CPGI. Its projects are located within the fringes of Metro Manila and its target market are first-time homebuyers. Its current projects are located at Lipa and Batulao in Batangas, San Pablo and Calamba in Laguna, Naic, General Trias and Tanza in Cavite, Baliwag and Pandi in Bulacan, Tayabas in Quezon, Magalang in Pampanga, Balanga in Bataan and Gapan Nueva Ecija, which involve a multi-phase horizontal residential property and offer both Townhouse units & Single Attached units. PPHI is a joint venture project between Century Properties Group Inc. and Mitsubishi Corporation with a 60-40% shareholding, respectively.

After receipt of the favorable Decision from the Philippine Competition Commission, both Parties shall work towards the execution of the Deed of Absolute Sale of Shares and closing the transaction.


The Company fully undertakes that it shall duly inform and furnish the Honorable Exchange of all other material information, terms and conditions of the said acquisition, including material documents relative to the above transaction as soon as the Decision from the Philippine Competition Commission is secured.
Date of Approval by
Board of Directors		 May 31, 2023
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

This acquisition is part of CPG's strategic move to consolidate interests in the business segment where the market is
robust, allowing CPG to create more value for its stakeholders, contribute more to serving the needs of fellow Filipinos for
decent, quality and affordable first homes while helping address the huge housing backlog that the administration is
working on.
Details of the acquisition or disposition
Date Nov 24, 2023
Manner

Through a Share Purchase Agreement
Description of the company to be acquired or sold

PPHI was incorporated on August 31, 2018, and is the first-home division and brand of CPGI. Its projects are located within the fringes of Metro Manila and its target market are first-time homebuyers. Its current projects are located at Lipa and Batulao in Batangas, San Pablo and Calamba in Laguna, Naic, General Trias and Tanza in Cavite, Baliwag and Pandi in Bulacan, Tayabas in Quezon, Magalang in Pampanga, Balanga in Bataan and Gapan Nueva Ecija, which involve a multi-phase horizontal residential property and offer both Townhouse units & Single Attached units. PPHI is a joint venture project between Century Properties Group Inc. and Mitsubishi Corporation with a 60-40% shareholding, respectively.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 1,060,265,000
Percentage to the total outstanding shares of the company subject of the transaction 40
Price per share Common shares Php1.09 & Preferred Php 1,085.28
Nature and amount of consideration given or received

Common Shares equivalent to 1,060,000,000 at Php1.09 per share and Preferred Shares equivalent to 265,000 at Php 1,085.28 per share for a total consideration of PESOS: ONE BILLION FOUR HUNDRED THIRTY EIGHT MILLION (Php 1,438,000,000.00) paid in cash
Principle followed in determining the amount of consideration

Book Value
Terms of payment

95% cash payment and 5% retention
Conditions precedent to closing of the transaction, if any

Credit and Regulatory Approvals, including the Philippine Competition Commission
Any other salient terms

n/a
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
MITSUBISHI CORPORATION Joint Venture Partner
Effect(s) on the business, financial condition and operations of the Issuer, if any

This transaction will give CPG full ownership of Phirst Park Homes Inc.
Other Relevant Information

After securing all the Credit and Regulatory Approvals, including the Philippine Competition Commission, the transaction was concluded and closed today, November 24, 2023
Filed on behalf by:
Name Isabelita Sales
Designation Head of Legal Services and Corporate Affairs, Chief Information and Chief Compliance Officer