C00573-2024

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)
Feb 1, 2024
2. SEC Identification Number
147212
3. BIR Tax Identification No.
000-323-228
4. Exact name of issuer as specified in its charter
INTERNATIONAL CONTAINER TERMINAL SERVICES, INC.
5. Province, country or other jurisdiction of incorporation
Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
ICTSI Administration Building, Manila International Container Terminal, South Access Road, Manila Postal Code 1012
8. Issuer's telephone number, including area code
+63 2 82454101
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 Stock Outstanding (Current) 2,031,988,603
11. Indicate the item numbers reported herein
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.

International Container Terminal Services, Inc.ICT

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

ICTSI Far East Pte. Ltd. fully divests in PT ICTSI Jasa Prima Tbk
Background/Description of the Disclosure

On January 22, 2024, International Container Terminal Services, Inc. (ICTSI) through its wholly owned subsidiary, ICTSI Far East Pte. Ltd., signed a Conditional Share Sale and Purchase Agreement with PT Sarana Kelola Investa in connection with the sale of 80.19% shares of PT ICTSI Jasa Prima Tbk (IJP), the Company’s listed subsidiary in Indonesia which owns PT PBM Olah Jasa Andal (OJA), which in turn has an equipment supply cooperation agreement with PT Pelabuhan Indonesia II (Pelindo) at the Port of Tanjung Priok in Jakarta, Indonesia.

UPDATE: All conditions precedent have been satisfied and required regulatory reporting have been made and the sale and purchase transaction has been completed on 1 February 2024.
Date of Approval by
Board of Directors		 Jan 22, 2024
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The current 15-year equipment supply cooperation agreement of PT PBM Olah Jasa Andal with PT Pelabuhan Indonesia II was signed on June 5, 2013.
With the sale of PT ICTSI Jasa Prima Tbk, ICTSI is able to rationalize operations and redirect its resources in Indonesia.
In addition, ICTSI deems the sale of PT ICTSI Jasa Prima Tbk in keeping with the ICTSI Group’s overall strategy of focusing on full concession contracts where ICTSI controls all aspects of the business, including regulatory and commercial activities.
Details of the acquisition or disposition
Date Jan 22, 2024
Manner

Sale of shares
Description of the company to be acquired or sold

PT ICTSI Jasa Prima Tbk is a listed company in Indonesia engaged in the development, construction and operation of terminals and maritime logistic infrastructure.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 470,830,500
Percentage to the total outstanding shares of the company subject of the transaction 80.19
Price per share USD0.00425
Nature and amount of consideration given or received

USD2,000,000.00
Principle followed in determining the amount of consideration

Various well accepted valuation methods used to arrive at a negotiated price for the sale
Terms of payment

Cash
Conditions precedent to closing of the transaction, if any

Fulfillment of requirements under the Conditional Share Sale and Purchase Agreement, including application of the change in ownership at the Indonesia Stock Exchange, among other usual condition precedents to closing, applicable to this kind of transaction.

UPDATE: All conditions precedent have been satisfied and required regulatory reporting have been made.
Any other salient terms

None
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
PT Sarana Kelola Investa None
Effect(s) on the business, financial condition and operations of the Issuer, if any

None
Other Relevant Information

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Filed on behalf by:
Name Arthur Tabuena
Designation Treasury Director and Head of Investor Relations