C01396-2024

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)
Mar 12, 2024
2. SEC Identification Number
152747
3. BIR Tax Identification No.
000-153-790-000
4. Exact name of issuer as specified in its charter
Ayala Land, Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
31F Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
+632 7908 3111
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 14,942,175,713
Voting Preferred Shares 12,442,495,031
11. Indicate the item numbers reported herein
Item 9 - Other Matters

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.

Ayala Land, Inc.ALI

PSE Disclosure Form 4-23 - Mergers and Consolidations References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure

Merger of Ayala Land, Inc. (ALI) with its Subsidiaries
Background/Description of the Disclosure

Our Board of Directors, at its special meeting held today, approved the merger of our Company and 34 entities that are wholly owned directly by our Company, or through AyalaLand Estates, Inc. (ALEI) and AyalaLand Hotels and Resorts Corp. (AHRC), with our Company, Ayala Land Inc., as the surviving entity. The plan of merger will be submitted for the approval of our stockholders during their annual meeting on April 25, 2024.
Date of Approval by Board of Directors Mar 12, 2024
Date of Approval by Stockholders TBA
Other Relevant Regulatory Agency, if applicable -
Date of Approval by Relevant Regulatory Agency N/A
Date of Approval by Securities and Exchange Commission TBA
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The merger is an internal restructuring to simplify the ownership structure and is expected to result in operational synergies, efficient funds management and simplified reporting to government agencies.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

The Plan of Merger shall be submitted for approval of the stockholders of the companies involved in the merger during their respective annual stockholder’s meetings. ALI will hold its 2024 Annual Stockholders’ Meeting on April 25, 2024. The 34 subsidiaries will also hold their annual stockholders’ meetings on or before April 25, 2024. The Plan of Merger will then be filed with the SEC and expected to be approved within the year.
Identities of the parties to the transaction
Name Nature of Business Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Please see attached Annex A - -
Terms and conditions of the transaction
Plan of merger

Based on the predetermined swap ratios, ALI will issue a total of 993,540,544 ALI shares, of which 883,171,005 will be Treasury Shares, 110,358,039 and 11,500 ALI shares will be issued to AHRC and ALEI, respectively.
Ratio of exchange of shares

Please see attached Annex B
Basis upon which the exchange ratio was determined

Net Asset Values of ALI and the 34 Subsidiaries
Number of shares subject of the merger

Please see attached Annex C
Timetable

Effective immediately upon approval by the SEC.
Conditions precedent to closing of the transaction, if any

Approval of the SEC.
Procedures for exchange

Through the stock transfer agent.
Description of the company subject of the transaction
Nature and business

Please see attached Annex D
Discussion of major projects and investments

Please see attached Annex D
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
Please see attached Annex D -

Capital structure

Authorized capital stock
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annex D - -
Subscribed Shares
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annex D - -
Paid-Up Capital
Amount Please see attached Annex D
Number of Shares -
Issued Shares
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annex D - -
Outstanding Shares
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annex D - -
Par Value
Type of Security /Stock Symbol Amount
Please see attached Annex D -
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Please see attached Annex D - -
Board of Directors
Name (Regular or Independent)
Please see attached Annex D -
Principal Officers
Name Position/Designation
Please see attached Annex D -
Effect(s)/impact on the business, financial condition and operations of the Issuer

The Company will issue new common shares as consideration of the merger. The Company’s resulting outstanding common shares after the merger, net of treasury shares will be 15,052,545,252 shares with details as follows:

Outstanding common shares before the merger – 14,942,175,713
Shares to be issued to AHRC – 110,358,039 shares
Shares to be issued to ALEI – 11,500 shares

As the result of the merger, the Company will issue 883,171,005 Treasury Shares. The Company’s resulting outstanding common shares after the merger, net of treasury shares will be 15,052,545,252 .The Company’s outstanding preferred shares will remain at 12,442,495,031 before and after the merger.
Other Relevant Information

The Plan of Merger will be submitted in due course.
Filed on behalf by:
Name Michelle Valbuena
Designation Senior Compliance Manager