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MEGAWORLD CORPORATION
25/F Alliance Global Tower, 36th Street.cor. 11th Avenue Uptown Bonifacio, Taguig City 1634
Trunkline: (632) 905-2900 • (632) 905-2800
www. megaworldcorp. com • E-mail: infodesk@megaworldcorp. com
,.
July 12, 2018
Ms. VINA VANESSA S. SALONGA Head - Issuer Compliance and Disclosure Department (ICDD) Philippine Dealing & Exchange Corp. 37 /F, Tower 1, The Enterprise Center 6766 Ayala Ave. cor. Paseo de ·~oxas, Mak.ati' City
Dear Ms. Salonga: I
In compliance with the PDEX disclos-ure rules, attached copy of disclosure report of Megaworld Corporation with PSE re PSE Form 4--2 in coaaectien with -pr~£8 -release entitled "Megaworld' s Suntrust acquires Stateland''.
Very truly yours,
~ FRANCISCO C. CANUTO Compliance Officer and Corporate Information Officer
···:
0 CERTIFICATION
INTERNATIONAL ISO 9001 :2008
CIP/ 2652/99/ 11/168
C04733-2018
SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C
CURRENT REPORT UNDER SECTION 17OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported)
Jul 11, 20182. SEC Identification Number
1674233. BIR Tax Identification No.
000-477-1034. Exact name of issuer as specified in its charter
MEGAWORLD CORPORATION5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines6. Industry Classification Code(SEC Use Only)
7. Address of principal office
30th Floor, Alliance Global Tower, 36th Street cor. 11th Avenue Uptown Bonifacio,Taguig CityPostal Code1634
8. Issuer's telephone number, including area code
(632) 894-6300/64009. Former name or former address, if changed since last report
N/A10. 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 32,239,445,872
Preferred 6,000,000,000
11. Indicate the item numbers reported herein
Item 9(b)
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.
Megaworld CorporationMEG
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
Acquisition of Stateland, Inc.
Background/Description of the Disclosure
Suntrust Properties, Inc., a wholly-owned subsidiary of Megaworld Corporation, acquired Stateland, Inc.
Date of Approval by Board of Directors Mar 18, 2018
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of thetransaction
Suntrust aims to expand its operations and augment its land bank in the CALABARZON area to further expanddevelopments in this area where growth prospects are great.
Details of the acquisition or disposition
Date Jul 6, 2018
Manner
Cash purchase.
Description of the company to be acquired or sold
Stateland, Inc. is a domestic corporation primarily engaged in the development and sale of affordable quality homes andwell-developed communities in South Luzon, particularly in Cavite and Laguna, and some parts of Metro Manila where ithas upscale pocket townhouse developments.
The terms and conditions of the transaction
Number of shares to beacquired or disposed 111,404,525
Percentage to the totaloutstanding shares ofthe company subject ofthe transaction
97
Price per share N/A
Nature and amount of consideration given or received
Cash, approximately Php3.3 Billion.
Principle followed in determining the amount of consideration
Suntrust will acquire Stateland, Inc. at the agreed purchase price based on the closing Balance Sheet equity of Statelandas of 31 May 2018 subject to adjustments, valuation, and appraisement mechanism spelled out in the Memorandum ofAgreement executed by the parties.
Terms of payment
Cash, full payment at closing date.
Conditions precedent to closing of the transaction, if any
Approval of the Philippine Competition Commission.
Any other salient terms
Number of shares acquired - 111,404,525 shares of stock and certain allied and related properties, on top of Stateland’sexisting horizontal and upscale pocket townhouse developments spread across more than 200 hectares in South Luzonand some parts of Metro Manila.
Identity of the person(s) from whom the shares were acquired or to whom they were sold
NameNature of any material relationship with the Issuer, their directors/
officers, or any of their affiliates
Individual stockholders comprising the majorityowners of Stateland.
None
Effect(s) on the business, financial condition and operations of the Issuer, if any
The acquisition of Stateland will expand the Issuer’s raw land portfolio by another 150 hectares and allow it to own certainallied and related properties, on top of Stateland’s existing developments spread across more than 200 hectares. It willallow the Issuer, through Suntrust, to expand its developments in the CALABARZON area to take advantage of thegrowth prospects therein.
Other Relevant Information
None
Filed on behalf by:
Name Dominic Isberto