C02284-2024

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)
Apr 17, 2024
2. SEC Identification Number
A1996-11593
3. BIR Tax Identification No.
005-038-428-000
4. Exact name of issuer as specified in its charter
MANILA WATER COMPANY, INC.
5. Province, country or other jurisdiction of incorporation
QUEZON CITY, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
MWSS ADMINISTRATION BUILDING 489 KATIPUNAN ROAD BALARA QUEZON CITY Postal Code 1105
8. Issuer's telephone number, including area code
(632) 7917 5900 loc. 1404
9. 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 2,594,653,325
PREFERRED 3,563,756,068
11. Indicate the item numbers reported herein
-

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.

Manila Water Company, Inc.MWC

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

Signing of a Share Purchase Agreement for the acquisition by Manila Water Philippine Ventures, Inc. (“MWPV”) of 70% of the outstanding capital stock of Equipacific HoldCo Inc. (“EHI”)
Background/Description of the Disclosure

Manila Water Philippine Ventures Inc., a wholly-owned subsidiary of Manila Water Company, Inc., entered into a share purchase agreement with Equi-Parco Holdings Corporation, Metropac Water Investments Corporation, and TwinPeak Hydro Resources Corporation for the sale and purchase of their 30%, 30% and 10% interest, respectively, in Equipacific HoldCo Inc., equivalent to a total of 315,015,625 shares. The purchase price is PhP3.65 per share resulting in a total purchase price of PhP1,150,000,000.00.
Date of Approval by
Board of Directors		 Apr 17, 2024
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The acquisition will allow Manila Water Philippine Ventures, Inc. to establish a stronger foothold and strategically grow its water and wastewater supply operations in the Province of Laguna.
Details of the acquisition or disposition
Date Apr 17, 2024
Manner

Execution of a Share Purchase Agreement
Description of the company to be acquired or sold

EHI is an investment company which holds ninety percent (90%) of the outstanding shares of Laguna Water District Aquatech Resources Corporation (“LARC”), a joint-venture company formed for the rehabilitation, improvement, expansion, operation, and maintenance of the water supply system of the Laguna Water District (“LWD”) in the towns of Los Baños, Bay, Calauan, Victoria and Nagcarlan in the Province of Laguna.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 315,015,625
Percentage to the total outstanding shares of the company subject of the transaction 70
Price per share PhP3.65
Nature and amount of consideration given or received

The total purchase price for the shares is PhP1,150,000,000.00.
Principle followed in determining the amount of consideration

Negotiated amount between buyer and seller based on financials.
Terms of payment

PhP920,000,000.00 to be paid upon Closing while the balance of PhP230,000,000.00 will be paid within six (6) months after the Closing Date, subject to completion of Post-Closing Obligations.
Conditions precedent to closing of the transaction, if any

Customary conditions precedent for transactions of similar nature (e.g., submission of corporate approvals and other third-party consents)
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
Equi-Parco Holdings Corporation None.
Metropac Water Investments Corporation None.
TwinPeak Hydro Resources Corporation None.
Effect(s) on the business, financial condition and operations of the Issuer, if any

Equipacific HoldCo Inc. will contribute to the earnings of Manila Water Philippine Ventures, Inc.
Other Relevant Information

None.
Filed on behalf by:
Name Romelyn Obligacion
Designation Enterprise Senior Legal Counsel