C02051-2024

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 8, 2024
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
632 88467910/09178082991/09087380854
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 851,265,897
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.

MRC Allied, Inc.MRC

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

MRC's Board approval for the purchase of Dolphin Fire Group Inc., ownership interest with Rappler Holdings Corporation.
Background/Description of the Disclosure

We would like to inform the exchange that on 04 April 2024, the Board of Directors approved that MRC Allied, Inc. (MRC) will purchase significant ownership interest in Rappler Holdings Corporation, the principal owner of an internationally recognized digital online platform.

MRC will purchase the 31.20% ownership interest of Dolphin Fire Group Inc. (DFGI) in Rappler Holdings Corporation to become the largest stockholder thereof.

MRC’s purchase of the of DFGI’s ownership interest in Rappler Holdings Corporation will be done through a share swap scheme whereby MRC will utilize either its available Authorized Capital Stocks or Subscribed Capital Stock as a consideration for the shares of DFGI.

MRC and DFGI, within a period of ten (10) days, from the approval of this resolutions will jointly secure Third-Party Valuation of the shares of DFGI in Rappler Holdings Corporation through a reputable auditing firm or financial advisor which will be the basis of the purchase price.

The purchase transaction will be closed within a period of thirty (30) days from the date of the Third-Party Valuation Report.
The purchase transaction will allow MRC to expand into the fast-growing local digital online platform industry.
Date of Approval by
Board of Directors		 Apr 4, 2024
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The purchase transaction will allow MRC to expand into the fast growing local digital online platform industry.
Details of the acquisition or disposition
Date TBA
Manner

MRC’s purchase of the of DFGI’s ownership interest in Rappler Holdings Corporation will be done through a share swap scheme whereby MRC will utilize either its available Authorized Capital Stocks (unissued shares) or Subscribed Capital Stock (issued shares) as a consideration for the shares of DFGI.
Description of the company to be acquired or sold

Rappler Holdings Corporation is an internationally recognized digital platform industry , a corporation registered with the Securities and Exchange Commission.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 436,524
Percentage to the total outstanding shares of the company subject of the transaction 31.2
Price per share TBA
Nature and amount of consideration given or received

TBA
Principle followed in determining the amount of consideration

TBA
Terms of payment

TBA
Conditions precedent to closing of the transaction, if any

The purchase transaction be closed within a period of thirty (30) days from the date of of the Third-Party Valuation Report.
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
Dolphin Fire Group inc. MRC Allied Inc. (“MRC”) and Dolphin Fire Group Inc. (“Dolphin Fire”) have a common principal stockholder, Menlo Capital Corporation (MENLO). Also, MRC and Dolphin Fire have a common member of their respective Board of Directors.
Effect(s) on the business, financial condition and operations of the Issuer, if any

The purchase transaction will allow MRC to expand into the fast growing local digital online platform industry.
No substanstial effect in business operations because Rappler Holdings Corporation has its own management structure.
Other Relevant Information

Dolphin Fire Group Inc. is primarily engaged in the business of providing marketing support and other similar services for local companies. It is registered with the Securities and Exchange Commission (“SEC”) since December 29, 2011 with Company Registration No. CS201122271.

On the other hand, Rappler Holdings Corporation (Rappler Holdings) is a holding company registered with the Securities and Exchange Commission (“SEC”) since December 12, 2014 with Company Registration No. CS201424077. Rappler Holdings is the principal stockholder of Rappler Inc., an internationally recognized online digital platform.
Filed on behalf by:
Name Federico Prieto
Designation Corporate Secretary