C00004-2014

SECURITIES AND EXCHANGE COMMISSION
SEC 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)
Dec 27, 2013
2. SEC Identification Number
A199611593
3. BIR Tax Identification No.
005038428
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
2F MWSS Administration Building 489 Katipunan Road Balara Quezon City Postal Code 1105
8. Issuer's telephone number, including area code
02-9818122
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 2,041,701,890
11. Indicate the item numbers reported herein
SEC Form 17 C

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 4-1 - Acquisition or Disposition of Assets References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Manila Water's Subsidiary Signs an Asset Purchase Agreement with Laguna Technopark, Inc.
Background/Description of the Disclosure

Laguna AAAWater Corporation (LAWC), a subsidiary of Manila Water, signed an Asset Purchase Agreement with Laguna Technopark, Inc. (LTI) for the acquisition of the water reticulation system of Laguna Technopark.
Date of Approval by
Board of Directors		 Dec 10, 2013
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

LAWC will officially take over as the exclusive water service provider of Laguna Technopark starting January 1, 2014.

With LAWC’s assumption of Laguna Technopark's water service provision, it will address the water needs of more than 220 progressive local and global industries in the following enterprises: Semiconductors / Electronics, Automotive, Home Appliances, Pharmaceuticals
Details of the acquisition or disposition
Date Dec 27, 2013
Description of the Transaction

The transaction is for the purchase and acquisition of the Assets in order to exclusively operate the water and sewerage system in the Laguna Technopark and to provide water and sewerage services to Persons within and outside the Laguna Technopark, including areas to be covered by the expansion of Laguna Technopark in the future..
Manner

Purchase of Assets for valuable consideration
Description of the assets involved

Water Reticulation and Sewerage System of Laguna Technopark including all assets and rights related to or are used in the conduct of the business of providing water and sewerage services
Terms and conditions of the transaction
Nature and amount of consideration given or received

The total contract sum is Six Hundred Twenty Five Million Pesos (PHP625,000,000)
Principle followed in determining the amount of consideration

Market Value of the Assets plus the intangible value of the Business
Terms of payment

The Purchase Price shall be paid in accordance with the following payment scheme:

(a) A downpayment amounting to forty-five percent (45%) of the Purchase Price, or an amount equivalent to Two Hundred Eighty One Million Two Hundred Fifty Thousand Pesos (Php281,250,000.00), shall be paid by the Buyer to the Seller upon or before the signing execution of this Agreement; and

(b) The remaining balance amounting to fifty-five percent (55%) of the Purchase Price, or an amount equivalent to Three Hundred Forty Three Million Seven Hundred Fifty Thousand Pesos (Php343,750,000.00), shall be paid by the Buyer to the Seller: (i) within ninety (90) calendar days from the execution of the Agreement, or (ii) upon fulfillment of the conditions to Closing, whichever comes later.
Conditions precedent to closing of the transaction, if any

Section 4.2 of the Agreement enumerates the conditions precedent to closing the transaction, the most significant of which require, among others, that:

(a) The Seller shall have served the DENR, LLDA, NWRB, and PEZA with written notice of sale of the Assets in favor of the Buyer and the transactions contemplated by the Agreement and

(b) All consents, approvals or other actions by third parties that are required for the consummation of the transactions contemplated shall have been obtained.
Any other salient terms

Notwithstanding the conditions precedent, the Buyer or the Seller may waive them in writing, provided that no such waiver shall constitute a waiver by the Seller or by the Buyer of any of its other rights or remedies, at law or in equity.
Identity of the person(s) from whom the assets 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
Laguna Technopark, Inc. Ayala Land, Inc., an affiliate of the Issuer, is a shareholder of LTI
Effect(s) on the business, financial condition and operations of the Issuer, if any

Through the transaction, the Manila Water group of companies will become the exclusive water service provider of the biggest and largest international manufacturers in the Asian region.
Other Relevant Information

LAWC is registered under PEZA as an Ecozone Utilities Enterprise for its operations inside Laguna Technopark.
If the transaction being reported is an acquisition, kindly submit the following additional information:
Source(s) of funds

Loans of LAWC from Bank and Cash Flows of LAWC
If any asset so acquired by the issuer or its subsidiaries constituted plant, equipment or other physical property, state the nature of the business in which the assets were used by the persons from whom acquired and whether the issuer intends to continue such use or intends to devote the assets to other purposes, indicating such other purposes

The assets purchased were used by the Seller for the provision of water and wastewater services. LAWC will continue to devote the assets for the same purpose.
Filed on behalf by:
Name Jhoel Raquedan
Designation Chief Legal Counsel