C06024-2016

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)
Oct 25, 2016
2. SEC Identification Number
CS200411461
3. BIR Tax Identification No.
232-715-069-000
4. Exact name of issuer as specified in its charter
Megawide Construction Corporation
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
2/F Spring Bldg. Arnaiz Ave. cor. P. Burgos St., Pasay City, Metro Manila Postal Code 1300
8. Issuer's telephone number, including area code
655-1111
9. Former name or former address, if changed since last report
Not applicable
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 2,399,420,199
Preferred 40,000,000
11. Indicate the item numbers reported herein
Item 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.

Megawide Construction CorporationMWIDE

PSE Disclosure Form 4-32 - Reply to Exchange's Query

Subject of the Disclosure

Buy-back transaction
Description of the Disclosure

Megawide Construction Corporation ("Megawide") purchased 410,842,702 MWIDE common shares of stock held by Sybase Equity Investments Corp. ("Sybase") (the “Subject Shares”) at a price equal to the 7-trading day volume weighted average price ("VWAP") ending on July 28 2016, multiplied by the total number of Subject Shares.
Information Requested

Further to the PSE Disclosure Department's letter dated August 1, 2016, please find below additional information on Megawide's buy-back transaction with Sybase:

1. Reason/purpose of the buy-back transaction: To enable Megawide to pursue energy business

Under Section 45 of the Electric Power Industry Reform Act of 2001 (EPIRA), a stockholder of a generation company cannot hold any interest, direct or indirect, in National Transmission Corporation (TRANSCO) or its concessionaire.

Prior to the buy-back transaction, Sybase was a stockholder of Megawide and affiliated with a stockholder of the National Grid Corporation of the Philippines (NGCP). NGCP is the concessionaire of TRANSCO. Thus, pursuant to Section 45 of the EPIRA, Megawide cannot engage in the power generation business if Sybase remains to be its stockholder.

Megawide also plans to re-issue the treasury shares subsequently to expand its shareholder base.

2. Source/s of funds: Partly from unrestricted retained earnings and partly on credit through bridge loan
3. Timetable for the effectivity of the transaction: The transaction was consummated on July 29, 2016
4. Any other relevant information as may be deemed necessary relating to the transaction:

Foreign Ownership Level as of July 31, 2016: 8.45%

The following amendments were made:

1. The reason/purpose of the buy-back transaction was amended to state that under Section 45 of the EPIRA, a stockholder of a generation company cannot hold any "interest, direct or indirect in the National Transmission Corporation (TRANSCO) or its concessionaire."

The second paragraph of the reason/purpose was amended to state that Sybase is "affiliated with a stockholder of the National Grid Corporation of the Philippines (NGCP). It was also modified to indicate that NGCP is "the" concessionaire of TRANSCO. The last sentence of the second paragraph was revised to state that "Thus, pursuant to Section 45 of the EPIRA, Megawide could not engage in the power generation business if Sybase remains to be its stockholder."

2. The Foreign Ownership Level as of July 31, 2016 was amended from "7.13" to "8.45". There was a change in the Foreign Ownership Level because after the buy-back, the shares that Megawide purchased from Sybase became treasury shares. As such, they do not form part of the total outstanding shares of Megawide.

3. The source/s of funds was changed from "Unrestricted retained earnings" to "Partly from unrestricted retained earnings and partly on credit through bridge loan".
Filed on behalf by:
Name Joyce Briones
Designation Assistant Corporate Secretary, Compliance Officer and Corporate Information Officer