C04049-2018

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)
Jun 11, 2018
2. SEC Identification Number
CS200604494
3. BIR Tax Identification No.
244-520-457-000
4. Exact name of issuer as specified in its charter
METRO PACIFIC INVESTMENTS CORPORATION
5. Province, country or other jurisdiction of incorporation
METRO MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
10th Floor, MGO Building, Legazpi cor. Dela Rosa Streets, Legazpi Village, Makati City Postal Code 0721
8. Issuer's telephone number, including area code
(632) 8880888
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 Shares of Stock 31,512,578,752
11. Indicate the item numbers reported herein
9

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.

Metro Pacific Investments CorporationMPI

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 acquisition by MetroPac Water Investments Corporation of 49% of Tuan Loc Water Resources Investment Joint Stock Company

Background/Description of the Disclosure

Further to our disclosure dated April 2, 2018, please be informed that MetroPac Water Investments Corporation (“MPW”), a wholly owned subsidiary of Metro Pacific Investments Corporation (“MPI”), has completed its acquisition of 49% of the outstanding capital stock of Tuan Loc Water Resources Investment Joint Stock Company (“TLW”).

Date of Approval by
Board of Directors
Jan 9, 2018
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The Transaction allows MPI (through MPW) to expand into Vietnamese Industrial Water Concessions. Majority of TLW's 310 MLD of operating capacity will be supplied to Industrial Parks.

Details of the acquisition or disposition
Date Jun 11, 2018
Manner

The transaction was completed through the acquisition of 37,926,000 shares from an existing shareholder of TLW for VND865.6 billion [equivalent to 2.0 billion Philippine Pesos (PHP)].

Description of the company to be acquired or sold

TLW is one of the largest water companies in Vietnam, with 310 MLD of installed capacity and a billed volume of approximately 87 MLD as of YE 2017
.
TLW's main project assets are as follows:

1. Song Lam Raw Water Treatment Plant (Song Lam RWP), a 50-year BOO (2015-2064) with an installed capacity of 200 MLD expandable to 300 MLD. Song Lam RWP supplies raw water to Nghe An Water Supply JSC and surrounding Industrial Parks. Nghe An Province is the largest province in Vietnam by area and has a population of about 3.1 million people.

2. Ho Cau Moi Water Treatment Plant (HCM WTP), a 50-year BOO (2017-2066) with an installed capacity of 90 MLD expandable to 120 MLD. HCM WTP supplies treated water to Dong Nai Water Company and surrounding Industrial Parks. Dong Nai Province is the manufacturing satellite of Ho Chi Minh City and will be the location of the Long Thanh International Airport – the new 100 million passenger airport of HCMC. Dong Nai Province has a population of about 2.9 million.

3. Nhon Trach 6A Sewage Treatment Plant (NT6A STP), a 50-year BOO (2017-2066) with an installed capacity of 20 MLD expandable to 40 MLD. NT6A is the wastewater treatment facility for the 400-hectare Nhon Trach 6 Industrial Park in Dong Nai Province.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 37,926,000
Percentage to the total outstanding shares of the company subject of the transaction 49
Price per share Approx. VND 22.8 thousand (equivalent to Php 52.7)
Nature and amount of consideration given or received

Total consideration of VND 865.6 billion (equivalent to PHP 2.0 billion)

Principle followed in determining the amount of consideration

The valuation was agreed taking into account the value of the assets and the business of PNW.

Terms of payment

On June 11, 2018, MPW paid VND 865.6 billion in cash.

Conditions precedent to closing of the transaction, if any

The conditions precedent to the closing of the transaction have been satisfied.

Any other salient terms

N/A

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
Tran Tuan Loc None
Effect(s) on the business, financial condition and operations of the Issuer, if any

Entry and expansion into the Vietnam water market.

Other Relevant Information

N/A

Filed on behalf by:
Name RICARDO III PILARES
Designation GROUP LEGAL COUNSEL