C04824-2023

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)
Jun 19, 2023
2. SEC Identification Number
184228
3. BIR Tax Identification No.
000-275-291-000
4. Exact name of issuer as specified in its charter
MRC ALLIED, INC.
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
4th Floor Spirit of Communications Centre 106 Carlos Palanca St. Legaspi Village Makati City Postal Code 1229
8. Issuer's telephone number, including area code
02 8846-7910/ 09178082991/09087380854
9. Former name or former address, if changed since last report
5th Floor Eurovilla 4 Bldg. 853 A Arnaiz Avenue, Legazpi Village, Makati City
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 8,512,658,975
11. Indicate the item numbers reported herein
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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.

MRC Allied, Inc.MRC

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Menlo Capital Corporation and MRC Allied Inc. signing of the Deed of Assignment.
Background/Description of the Disclosure

We would like to inform the Exchange that the Board of Directors of the Company held its Special Board Meeting earlier today June 19, 2023 at the 4th Floor Spirit of Communications Centre 106 Carlos Palanca St. Legazpi Village, Makati City, where a quorum was present, and the Board unanimously approved the following:

1. The approval of the Board of Directors for the signing of the Deed of Assignment (DOAS) of MRC Allied Inc. (“MRC”) and Menlo Capital Corporation (MENLO) wherein MENLO assigned its PHP130,000,000.00 Deposit For Future Subscription as recorded and recognized in the books of Philippine Telephone and Telegraph Corporation (“PT&T”).

The abovementioned assignment of the DFS by Menlo to MRC is in accordance with the company’s intention to have substantial investment in PT&T as an initial venture into Information and Communications Technology Industry (“ICT”).

The assignment is part of the approval of the Board of Directors for MRC to subscribe to up to PHP1,000,000,000.00 worth of Serial Cumulative Convertible Redeemable Preferred Stocks of PT&T (“Preferred Stocks”) with Par Value of PHP10.00 per Share and/or equivalent to up to One Hundred Million (100,000,000) worth of Preferred Stocks.

A) Please find the following salient features of the agreement:

I. MENLO assigns and transfers to MRC the PHP130,000,000.00 DFS as recorded in the books of PT&T effective on the date of the signing of the Deed of Assignment.

II. As a consideration for the assignment and transfer of the PHP130,000,000.00 DFS, MRC will in turn record in its books an equivalent Deposit for Future Subscription in favor and in the name of MENLO effective on the date of this agreement.

III. The following are the material condition of the assignment and transfer:

i) MRC will utilize the PHP130,000,000.00 DFS for the subscription of up to PHP1,000,000,000.00 of PT&T’s available Serial Cumulative Convertible Redeemable Preferred Stocks (“Preferred Stocks”) with a par value of PHP10.00 per share, and
ii) MRC will pay the balance of the subscription of the PT&T Preferred Stocks either in cash or other form of consideration within a period of six (6) months from the execution of the Subscription Contract or other similar agreement with PT&T.

B. Timeline for Contract Implementation

The Deed of Assignment of the DFS was made effective on the date of the execution.

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

The assignment of the PHP130,000,000.00 DFS from MENLO to MRC will accelerate the intended investment of MRC to Philippine Telephone and Telegraph Corporation (“PT&T”) as an initial venture into Information and Communication Technology (“ICT”).

The effect on the operations and financial condition of the company will be subject to the success of the ICT business activities that MRC and PT&T will venture together.

D. Any other relevant information.

None.
Other Relevant Information

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Filed on behalf by:
Name Federico Prieto
Designation Corporate Secretary