COVER SHEET
JOLLIBEE FOODS CORPORATION Doing business under the name and style of Jollibee
(Company’s Full Name)
10/F Jollibee Plaza Building 10 F. Ortigas Jr. Avenue,
Ortigas Center, Pasig City (Company’s Address)
(632) 634-1111 Telephone Number
December 31 Any day in the month of June (Fiscal Year Ending) (Annual Meeting)
Amended 17C: JFC Partners with Award-Winning Chef
to Build Mexican Restaurant Business in U.S. (Form Type)
________________________________ Amendment Designation (If applicable)
___________________________________ (Secondary License Type and File Number)
___________________ ___________________
Cashier LCU ___________________ DTU 77487 S.E.C REG. No.
___________________ ___________________ Central Receiving Unit File Number
___________________ Document I.D.
SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-C
CURRENT REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATIONS CODE (SRC) AND SRC RULE 17 THEREUNDER
1. Date of Report December 21, 2018 2. Commission identification number 77487 3. BIR Tax Identification No. 000-388-771 4. JOLLIBEE FOODS CORPORATION doing business under the name and style of Jollibee Exact name of registrant as specified in its charter 5. PHILIPPINES Province, country or other jurisdiction of incorporation or organization
6. Industry classification code (SEC Use Only)
7. 10/F JOLLIBEE PLAZA BUILDING, 10 F. ORTIGAS JR. AVENUE, ORTIGAS CENTER,
PASIG CITY Address of registrant’s principal office 1605 Postal Code 8. (632) 634-1111 Registrant’s telephone number, including area code 9. N/A Former name, former address and former fiscal year, if changed since last report 10. Securities registered pursuant to Sections 4 and 8 of the RSA
Note: Total common outstanding shares of 1,088,041,482 is inclusive of 1,321,863 shares entrusted with Deutsche Regis
Partners, Inc. with the following details:
MSOP Shares:
Beginning balance (per SEC Form 17-C dated December 14, 2018) 769,441
Shares applied for listing (240,954)
Ending balance, as of December 21, 2018 528,487
ELTIP Shares:
Beginning Balance (per SEC Form 17-C dated December 14, 2018) 1,013,376
Shares applied for listing (220,000)
Ending balance, as of December 21, 2018 793,376
TOTAL 1,321,863
11. Other Events Please see attached amended Philippine Stock Exchange (“PSE”) Form 4-2 (Acquisition/Disposition of Another Corporation) as disclosed on December 21, 2018. The disclosure to the PSE was made to update the public that the Tortas Frontera transaction has closed.
Title of each Class Number of shares of
Common stock outstanding
Common 1,088,041,482 Treasury Shares: Common 16,447,340
SIGNATURE
Pursuant to the requirements of the Securities Regulation Code, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
12/21/2018 [Amend-1]Acquisition or Disposition of Shares of Another Corporation
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C08535-2018
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 21, 2018
2. SEC Identification Number77487
3. BIR Tax Identification No.000-388-771
4. Exact name of issuer as specified in its charterJOLLIBEE FOODS CORPORATION
5. Province, country or other jurisdiction of incorporationPHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office10/F Jollibee Plaza Building, 10 F. Ortigas Jr. Avenue Ortigas Center, Pasig CityPostal Code 1807
8. Issuer's telephone number, including area code(632) 634-1111
9. Former name or former address, if changed since last reportN/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 OutstandingCOMMON 1,088,041,482TREASURY 16,447,340
11. Indicate the item numbers reported hereinItem 9. Other Events
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporatedisclosures, 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 tothe Corporate Information Officer of the disclosing party.
12/21/2018 [Amend-1]Acquisition or Disposition of Shares of Another Corporation
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Jollibee Foods CorporationJFC
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
JFC Partners with Award-Winning Chef to Build Mexican Restaurant Business in U.S.
Background/Description of the Disclosure
The Company, through its wholly-owned subsidiary Jollibee Foods Corporation (USA), entered into a business venturewith award-winning Chef Rick Bayless to build a Mexican fast-casual restaurant business in the United States. On December 21, 2018, the Company closed this transaction.
Date of Approval by Board of Directors Sep 7, 2018
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of thetransaction
This partnership is in line with the JFC group’s strategy to continue building its business abroad and expanding itspresence in North America. Together with the organization built by Chef Rick Bayless and the brand Tortas Frontera, JFC will build a significantbusiness in the large and fast-growing Mexican food category in the United States. This venture is very much in line withJFC’s mission: to serve great tasting food and spread the joy of eating to everyone! Mexican food is a rapidly-growing and very popular segment in the United States restaurant industry with estimated salesof US$ 40-45 billion in 2017.
Details of the acquisition or disposition
Date Sep 7, 2018
Manner
This partnership shall be formalized through an investment by JFC of US$12.4 Million in Tortas Frontera LLC (“TortasFrontera”), which owns the Tortas Frontera business founded by Chef Bayless, in consideration for 47% of the fully-diluted membership interests therein. The remaining 53% membership interests in Tortas Frontera shall be held by ChefRick Bayless and other shareholders.
12/21/2018 [Amend-1]Acquisition or Disposition of Shares of Another Corporation
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Description of the company to be acquired or sold
Tortas Frontera serves Mexican food in the USA and was founded by award-winning Chef Rick Bayless. Tortas Frontera, with headquarters in Chicago, Illinois, currently has 4 restaurants in the United States – three in ChicagoO’Hare International Airport and one at The Arc in the University of Pennsylvania. The Tortas Frontera restaurants usehigh-quality ingredients with recipes capturing the vibrant flavors of Mexico. It offers mainly tortas (griddle-baked Mexicansandwiches with a variety of fillings such as beer-braised beef short ribs, chipotle chicken, garlicky shrimp and goatcheese) and molletes (warm, open-faced sandwiches). They also feature a guacamole bar with freshly made guacamoleand the customer’s choice of toppings.
The terms and conditions of the transaction
Number of shares to beacquired or disposed 7,650,666
Percentage to the totaloutstanding shares ofthe company subject ofthe transaction
47
Price per share US$1.62/share
Nature and amount of consideration given or received
JFC shall pay a total consideration of US$12.4 Million for 47% of the fully-diluted membership interests in TortasFrontera.
Principle followed in determining the amount of consideration
This is a negotiated price mutually agreed upon by the parties.
Terms of payment
JFC will fund the total consideration through available cash.
Conditions precedent to closing of the transaction, if any
The transaction has closed.
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, orany of their affiliates
Tortas Frontera LLC and some of itsshareholders None
Effect(s) on the business, financial condition and operations of the Issuer, if any
This partnership is in line with the JFC group’s strategy to continue building its business abroad and expanding itspresence in North America. This partnership will build a significant business in the large and fast-growing Mexican foodcategory in the United States.
Other Relevant Information
This disclosure is amended to update the public that on December 21, 2018, the transaction has closed.
12/21/2018 [Amend-1]Acquisition or Disposition of Shares of Another Corporation
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Filed on behalf by:Name VALERIE AMANTEDesignation VICE-PRESIDENT