Aboitiz Equity Ventures : 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) Dec 16, 20212. SEC Identification Number CEO25363. BIR Tax Identification No. 003-828-269-V4. Exact name of issuer as specified in its charter ABOITIZ EQUITY VENTURES INC.5. Province, country or other jurisdiction of incorporation Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office 32nd Street, Bonifacio Global City, Taguig City, Metro Manila, PhilippinesPostal Code16348. Issuer's telephone number, including area code (02) 8 886-28009. 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 Stock P1 Par Value	5,630,225,457
Amount of Debt Outstanding (As of September 30, 2021)	319,600,694,000.00

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.

Aboitiz Equity Ventures, Inc.AEV 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 the sale of the Company's 1,840,334,941 common shares in Aboitiz Power Corporation ("AboitizPower"), representing approximately 25.01% of the total outstanding common shares of stock of AboitizPower, to JERA Asia Private Limited ("JERA Asia") following the approval by the Philippine Stock Exchange ("PSE" or "the Exchange") of the Company's special block sale application in respect of the transaction.

Background/Description of the Disclosure

The transaction involves the sale by AEV of its 25.01% interest in AboitizPower to JERA Asia, equivalent to 1,840,334,941 common shares. In the Special Stockholders' Meeting held last December 10, 2021, the stockholders approved and ratified that the sale of the 25.01% interest as the proper and appropriate corporate opportunity for the Company, and accordingly, the sale of any additional equity interest in AboitizPower (in excess of 25.01% of the total outstanding common shares of stock of AboitizPower) is no longer a corporate opportunity for the Company. Prior to the sale, AEV held 77% of the total outstanding shares in AboitizPower. Upon completion of the transfer, AEV will own approximately 52% of AboitizPower. JERA Asia is a wholly owned subsidiary of JERA Co., Inc. ("JERA"), a power generation company based in Japan.

Date of Approval by Board of Directors

Sep 27, 2021

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

The transaction and the resulting interest allow AboitizPower to benefit from the experience and expertise of Japan's largest power generator, and release significant cash proceeds to AEV that allows it to pursue the Aboitiz Group's growth objectives.

Details of the acquisition or disposition

Date	Dec 16, 2021

Manner

Executed through a special block sale.

Description of the company to be acquired or sold

AboitizPower, also listed on the Philippine Stock Exchange (PSE), is the holding company for the Aboitiz Group's investments in power generation, distribution, and retail electricity services.

The terms and conditions of the transaction

Number of shares to be acquired or disposed	1,840,334,941
Percentage to the total outstanding shares of the company subject of the transaction	25.01
Price per share	USD1,463,196,136 total consideration

Nature and amount of consideration given or received

Fixed full consideration to be received in USD at closing, subject to adjustment for any dividends distributed from signing to closing.

Principle followed in determining the amount of consideration

Valuation undertaken by purchaser following due diligence review of AboitizPower's assets.

Terms of payment

One-time lump sum payment at closing, subject to adjustments for any dividends distributed by AboitizPower between signing and closing.

Conditions precedent to closing of the transaction, if any

Customary closing conditions, including, amongst others; (i) approval by the PSE of a special block sale application to allow the crossing of the sale shares on the PSE trading platform; (ii) completion of any applicable PCC process; and (iii) approval and ratification by the AEV shareholders through a Special Stockholders' meeting scheduled for December 10, 2021. These conditions have all been satisfied.

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

JERA Asia Private Limited.

JERA's Philippine affiliate, TPEC Holdings Corporation, is a joint venture partner of AboitizPower's holding company for its thermal power generation assets, Therma Power Inc., in Pagbilao Energy Corporation. AboitizPower, through one of its subsidiaries - Therma Luzon Inc. (TLI) - is the Administrator of the capacity of Units 1 and 2 of the Pagbilao Power Plant which is currently owned and operated by Team Energy Corporation, pursuant to an IPP Administration Agreement between TLI and the Power Sector Assets and Liabilities Management Corporation (PSALM).

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

(i) Net reduction of carbon exposure for AEV; (ii) Increase in financing flexibility for AEV, with significant upfront capital made available to fund growth plans; and (iii) AEV will continue to own, control and consolidate AboitizPower.

Other Relevant Information

With the PSE approval of the special block sale and the successful execution thereof on December 16, 2021, the previous relevant disclosures have been revised to reflect the completion of the transaction. See attached Press release.

Filed on behalf by:

Name	Sammy Dave Santos
Designation	Senior Associate General Counsel