C02120-2024

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)
Apr 12, 2024
2. SEC Identification Number
10683
3. BIR Tax Identification No.
000-141-166-000
4. Exact name of issuer as specified in its charter
SUNTRUST RESORT HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
METRO MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
26th Floor, Alliance Global Tower, 36th Street cor. 11th Avenue, Uptown Bonifacio, Taguig City Postal Code 1634
8. Issuer's telephone number, including area code
(632) 8894-6300
9. Former name or former address, if changed since last report
SUNTRUST HOME DEVELOPERS, INC.
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 7,250,000,000
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.

Suntrust Resort Holdings, Inc.SUN

PSE Disclosure Form 16-1- Update on Corporate Actions/
Material Transactions/Agreements References: SRC Rule 17 (SEC Form 17-C) and
Section 16 of the Revised Disclosure Rules

Subject of the Disclosure

Additional Announcements of Foreign Affiliates in Relation to the Transaction Deemed a Very Substantial Disposition of Assets under the Listing Rules of the Hong Kong Stock Exchange.
Background/Description of the Disclosure

We refer to our previous disclosures dated 11 and 18 January 2024 pertaining to various announcements made earlier this year by the foreign affiliates of Suntrust Resort Holdings, Inc. (formerly Suntrust Home Developers, Inc.) (the “Company”), i.e., LET Group Holdings Limited (“LET Group”) and Summit Ascent Holdings Limited (“Summit Holdings”) (collectively, the “Foreign Affiliates”). To recall, the Company previously reported that the sale by Oriental Regent Limited (“ORL”), an indirect non-wholly owned subsidiary of the Foreign Affiliates, of all its shares in G1 Entertainment Limited Liability Company to an independent third-party buyer (the “Buyer”) incorporated in the Russian Federation (the “Sale”), the binding agreement for which was later executed by ORL as seller and the Buyer on 15 January 2024, prompted (i) the Foreign Affiliates to voluntary halt the trading of their shares listed on The Stock Exchange of Hong Kong Limited (“HKEX”) (the “Shares”) starting on 11 January 2024, and (ii) their board-level and high-level officers to resign due to their disapproval of the Sale. The Sale constituted a very substantial disposal of assets for the Foreign Affiliates under Chapter 14 of the HKEX Listing Rules. The Company was notified of additional announcements published on the HKEX website regarding the status of the Sale and trading of the Shares on the HKEX.

On 19 February 2024, the Buyer served ORL with a notice seeking the cancellation of the Sale. The Foreign Affiliates are seeking legal advice on the termination notice and will make further announcements if and when appropriate after due consideration and evaluation.

The Foreign Affiliates are currently in the process of complying with the conditions of the HKEX for the resumption in the trading of the Shares, which was suspended upon the direction of the Securities and Futures Commission of Hong Kong, effective on 14 February 2024. The Foreign Affiliates have until 10 July 2025 to comply with the conditions of the HKEX; otherwise, the HKEX Listing Division will recommend the cancellation of the listing of the Shares.

Copies of the afore-mentioned announcements in Hong Kong are attached hereto as annexes.

Based on available information, the Company believes that none of the foregoing developments will have a materially adverse impact on its operations.

LET Group is the parent company of Fortune Noble Limited (“Fortune Noble”). Fortune Noble owns fifty-one percent (51%) of the Company. Summit Holdings is an affiliate of the Company. Summit Holdings is the parent company of Summit Ascent Investments Limited (“Summit Investments”), holder of the Company’s Five Billion Six Hundred Million Philippine Pesos (PhP5,600,000,000.00) Convertible Bond and Six Billion Four Hundred Million Philippine Pesos (PhP6,400,000,000.00) Convertible Bond issued in 2020 and 2022, respectively. In 2023, the Company and Summit Investments executed a Subscription Agreement where it is provided that upon the satisfaction of certain conditions, Summit Investments will subscribe for a convertible bond to be issued by the Company in the aggregate amount of up to Thirteen Billion Five Hundred Eleven Million One Hundred Thousand Philippine Pesos (PhP13,511,100,000.00) (the “13.5 Billion Convertible Bond”), the proceeds of which shall be set off against the Company’s outstanding obligations under the Convertible Bonds issued in 2020 and 2022. The 13.5 Billion Convertible Bond has yet to be issued. ORL is an affiliate of the Company through the Foreign Affiliates. LET Group owns fifty-three and 99/100 percent (53.99%) of ORL through intermediate companies, while Summit Holdings holds seventy-seven and 50/100 percent (77.50%) of ORL’s shares through a wholly owned subsidiary.
Other Relevant Information

Please see attached SEC Form 17-C.
Filed on behalf by:
Name Nelileen Baxa
Designation Corporate Secretary