C08952-2023

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)
Dec 22, 2023
2. SEC Identification Number
PW-305
3. BIR Tax Identification No.
000-067-618
4. Exact name of issuer as specified in its charter
Keppel Philippines Properties, Inc.
5. Province, country or other jurisdiction of incorporation
Metro Manila
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
12 ADB Avenue, Ortigas Center, Mandaluyong City (business office address changed to:26th Floor, The Podium West Tower, ADB Avenue, Wack wack Greenhills East, Mandaluyong City Postal Code 1555
8. Issuer's telephone number, including area code
(02) 8593-0460 local 4990
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 Shares 293,828,900
11. Indicate the item numbers reported herein
2

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.

Keppel Philippines Properties, Inc.KEP

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

Completion of sale of all shares (Sale Shares) owned by Keppel Philippines Properties, Inc. (KEP) in SM Keppel Land, Inc. (SMKL) (Divestment)
Background/Description of the Disclosure

KEP refers to its disclosure last 27 March 2023 in relation to the sale of all its own and Opon-KE Properties, Inc. (OKEP) redeemable preferred shares and common shares in SMKL, constituting 40% and 10% interest, respectively, in SMKL to BDO Unibank, Inc.

KEP wishes to announce that the divestment has been completed.
Date of Approval by
Board of Directors		 Mar 25, 2023
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

This Divestment is in line with Keppel’s Vision 2030 asset monetization plans to unlock capital which can be channeled towards new growth opportunities.
Details of the acquisition or disposition
Date Dec 22, 2023
Manner

Direct Sale of Shares
Description of the company to be acquired or sold

SMKL is engaged in the development, operation and management of The Podium West Tower and The Podium Mall located at ADB Avenue, Ortigas Center, Mandaluyong City.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 203,449,200
Percentage to the total outstanding shares of the company subject of the transaction 40
Price per share Adjusted Net Asset Value atcompletion ofDivestment
Nature and amount of consideration given or received

KEP sold 174,328,000 common shares and 29,121,200 redeemable preferred shares based on the adjusted net asset value of SMKL and collected cash on 22 December 2023.
Principle followed in determining the amount of consideration

The consideration was arrived at on a willing-buyer, willing-seller basis, taking into account, among others, the agreed value of The Podium West Tower and The Podium Mall and the net asset value of the Sale Shares.
The consideration was arrived at on a willing-buyer, willing-seller basis, taking into account, among others, the agreed value of The Podium West Tower and The Podium Mall and the net asset value of the Sale Shares.
Terms of payment

Payment in full upon completion of the divestment of the Sale Shares.
Conditions precedent to closing of the transaction, if any

The conditions precedent include, but not limited to, obtaining of the requisite regulatory approvals and shareholders' approval of KEP and OKEP for the Divestment.
Any other salient terms

The 203,449,200 "Number of shares to be acquired or disposed" supplied above consists of 174,328,000 common shares and 29,121 200 redeemable preferred shares of SMKL (Sale Shares).
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
BDO Unibank, Inc. Joint Venture Partner
Effect(s) on the business, financial condition and operations of the Issuer, if any

This Divestment is in line with Keppel’s Vision 2030 asset monetization plans to unlock capital which can be channeled towards new growth opportunities.
Other Relevant Information

Please see attached SEC Form 17-C.
Filed on behalf by:
Name Pamela Ann Cayabyab
Designation Assistant Corporate Secretary