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)

Jul 21, 2023

2. SEC Identification Number

167423

3. BIR Tax Identification No.

000-477-103

4. Exact name of issuer as specified in its charter

MEGAWORLD CORPORATION

5. Province, country or other jurisdiction of incorporation

Metro Manila, Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

30th Floor, Alliance Global Tower, 36th Street corner 11th Avenue, Uptown Bonifacio, Taguig City Postal Code 1634

8. Issuer's telephone number, including area code

(632) 8894-6300/6400

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	31,183,251,872
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 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.

Megaworld CorporationMEG

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
Offering of Megaworld Corporation’s 279,400,000 Common Shares in MREIT, Inc. under Block Sale Transaction
Background/Description of the Disclosure
Please be informed that on 20 July 2023, Megaworld Corporation (the “Company”) launched an overnight placement of Two Hundred Seventy Nine Million Four Hundred Thousand (279,400,000) common shares of MREIT, Inc. (“MREIT”) at an offer price of Php13.00 per share, equivalent to Php3,632,200,000.00 (before deduction for fees and taxes), under a block sale transaction. The block sale application will be filed with the Philippine Stock Exchange (“PSE”) today, 21 July 2023. The proceeds from the block sale shall be settled on 26 July 2023. The Company will submit the required Reinvestment Plan detailing the use of proceeds from the block sale transaction. UBS AG acted as Sole Placement Agent for the transaction. The shares were offered and sold outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and within the United States to qualified institutional buyers as defined in, and in reliance on, Rule 144A under the U.S. Securities Act. The said shares were also offered and sold in the Philippines in transactions that do not require registration under the Philippine Securities Regulation Code (“SRC”), specifically Section 10.1(l) of the SRC and Rule 10.1.3 of the implementing rules and regulations of the SRC.
Other Relevant Information
Please see attached SEC Form 17-C.