C03888-2017

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 21, 2017
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
MWSS Administration Building, 489 Katipunan Road, Balara, Quezon City, Philippines Postal Code 1105
8. Issuer's telephone number, including area code
(02) 981-8122
9. Former name or former address, if changed since last report
-
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 2,053,945,884
11. Indicate the item numbers reported herein
Please see attached letter to the PSE and SEC.

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 4-2 - 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

Increased equity of Manila Water South Asia Holdings Pte. Ltd. ("MWSAH") in Saigon Water Infrastructure Corporation ("SII") from 31.47% to 38%.
Background/Description of the Disclosure

Based on the Investment Agreement between MWSAH and SII, MWSAH can subscribe to additional 6,146,000 primary shares of SII. This will enable MWSAH to own a total of 37.99% of the outstanding capital stock of SII. MWSAH shall pay the subscription price for the additional shares upon compliance by SII of the conditions precedent.

MWSAH is a wholly-owned subsidiary of Manila Water in Singapore. At present, MWSAH owns 31.47% of the outstanding capital stock of SII.
SII is a holding company incorporated and existing under the laws of Vietnam.

The transaction was approved by the Board of MWSAH in 2013, and was approved by the stockholders of SII in its General Meeting of Shareholders held last April 21, 2017.
Date of Approval by
Board of Directors		 Aug 6, 2013
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The transaction will enable MWSAH to own a total of 38% of the outstanding capital stock of SII.
Details of the acquisition or disposition
Date Jun 21, 2017
Manner

Additional subscription to 6,146,000 primary shares of SII.
Description of the company to be acquired or sold

SII is a holding company in Vietnam that is listed in the Ho Chi Minh City Stock Exchange. It aims to become the first fully integrated company in the Vietnam water and wastewater infrastructure sector, through the construction of water and wastewater treatment plants and the provision of engineering, operation and management services and other similar activities.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 6,146,000
Percentage to the total outstanding shares of the company subject of the transaction 9.5
Price per share 16,900 Vietnamese Dong per share
Nature and amount of consideration given or received

16,900 Vietnamese Dong per share to be paid upon the satisfaction of the conditions precedent
Principle followed in determining the amount of consideration

The number of shares and its corresponding price were based on the valuation agreed by the Parties.
Terms of payment

One time payment of the total purchase price upon the satisfaction of the conditions precedent
Conditions precedent to closing of the transaction, if any

The Conditions Precedent include, among others:
(a) Submission by SII of the certified copies of resolutions of the Board and stockholders of SII approving the transaction
(b) Approval of relevant regulatory agencies on the registration of the shares for private placement
(c) Submission by SII of an amended charter showing the increase in charter capital of SII to the extent necessary to permit the issuance of the 6,146,000 shares in favor of MWSAH
Any other salient terms

-
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
SII MWSAH is currently a shareholder of SII.
Effect(s) on the business, financial condition and operations of the Issuer, if any

The transaction will enable MWSAH to own a total of 38% of the outstanding capital stock of SII.
Other Relevant Information

The transaction does not amount to 10% of the book value of Manila Water. The amendment is due to the inclusion of the date of acquisition or disposition.
Filed on behalf by:
Name Josephine Pagdanganan
Designation Senior Legal Counsel