AbaCore Capital : Acquisition or Disposition of Shares of Another Corporation

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 21, 20222. SEC Identification Number 987803. BIR Tax Identification No. 002-727-3934. Exact name of issuer as specified in its charter ABACORE CAPITAL HOLDINGS, INC.5. Province, country or other jurisdiction of incorporation METRO MANILA, PHILIPPINES6. Industry Classification Code(SEC Use Only) 7. Address of principal office 135 J.P. RIZAL ST., BRGY. MILAGROSA, PROJECT 4, QUEZON CITYPostal Code11098. Issuer's telephone number, including area code [phone] / 8725-78759. Former name or former address, if changed since last report ABACUS CONSOLIDATED RESOURCES & HOLDINGS, 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 SHARE	4,185,934,029
AMOUNT OF DEBT OUTSTANDING AS OF SEPTEMBE 30, 2021	121,796,125

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.

AbaCore Capital Holdings, Inc.ABA 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

Sale of shares by wholly-owned subsidiary Philippine Regional Investment Development Corporation (PRIDE) in Phil Star Development Bank, Inc.

Background/Description of the Disclosure

During a meeting of the Board of Directors of ABA, the management of PRIDE reported to the Board that they were in the final stages of the negotiation of the sale of the 40% stake of PRIDE in Phil Star Development Bank, Inc. to a consortium of local and foreign investors led by Mr. Demry Cheng of Black Gem Resources at a USD 6Million valuation, subject to various regulatory approvals including the Bangko Sentral ng Pilipinas ("BSP"). The management of PRIDE reported that the Buyer requested that the PRIDE Board approve the sale and so the PRIDE Board issued a resolution approving the same and has elevated the same to ABA Board, its 100% mother company. The final price per share is subject to USD 6M valuation which is subject to finalization among the parties.

Date of Approval by Board of Directors

Mar 17, 2022

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

Generate income for PRIDE for selling its 40% stake in Phil Star Development Bank, Inc. and obtain a strategic partner that can develop and grow Phil Star Development Bank. ABA expects to gain at least Php80M in income from the transaction, subject to the finalization of the terms and conditions of the transaction as well as securing regulatory approvals including the BSP.

Details of the acquisition or disposition

Date

TBA

Manner

The sale is subject to the execution MOA that will stipulate the obligations of the parties while securing the conditions precedent to closing. This MOA is currently in its final stages of negotiation and should be finalized soon. Once the BSP approves the sale, the parties will execute the Deed of Assignment of the shares and other supporting agreements from the Seller to the Buyer.

Description of the company to be acquired or sold

40% stake in Phil Star Development Bank, Inc., which is a wholly-owned subsidiary of Philippine Regional Investment Development Corporation (PRIDE) . Phil Star Development Bank is licensed by the BSP and engaged in the banking business in the Philippines with office address at Alpa Hotel, Tolentino Road, Brgy. Kumintang Ibaba, Batangas City

The terms and conditions of the transaction

Number of shares to be acquired or disposed	79,999,500
Percentage to the total outstanding shares of the company subject of the transaction	40
Price per share	Please see background/description of disclosure

Nature and amount of consideration given or received

Earnest money of P12M upon signing of Memorandum of Agreement (MOA) the difference paid within 60 days of signing of the MOA

Principle followed in determining the amount of consideration

1.5 times of net equity valuation of Phil Star Development Bank, Inc.

Terms of payment

Final terms of payment are subject to the final agreements between the parties, but the parties have agreed that upon signing of Memorandum of Agreement (MOA), the buyer shall make an earnest money deposit of P12M and the balance will be paid within 60 days of signing of the MOA and securing the approval of the BSP

Conditions precedent to closing of the transaction, if any

Subject to final agreements between the parties, the following will be the conditions precedent to the closing (among others): 1. Execution of a Deed of Assignment over the shares by PRIDE in favor of the Buyer 2. Approval of the BSP 3. Agrees to ensure smooth turnover of the ownership of the shares of the Bank and to have free access to the records of the Bank and its premises; 4. Guarantees peaceful and smooth transition and transfer of duties and responsibilities to the new shareholders of the Bank and their personnel; 5. Agrees to ensure the continuity and validity of its license to operate as Development/Thrift Bank issued by the BSP and other government regulatory bodies; 6. Warrants clean title of the Bank's capital and other personal and real estate assets, free from any lien and encumbrances; and 7. Frees Second Party from any legal liability by third persons arising from this agreement, and commits to defend Second Party in any form of legal litigation.

Any other salient terms

The MOA is subject to finalization

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
BLACK GEM RESOURCES	BLACK GEM is not related to the issuer

Effect(s) on the business, financial condition and operations of the Issuer, if any

ABA expects to gain at least Php80M in income from the transaction, subject to finalization of the terms and conditions of the sale.

Other Relevant Information

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Filed on behalf by:

Name	Rico De Los Reyes
Designation	Comptroller