C01688-2018

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)
Mar 14, 2018
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 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 SEC and PSE.

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 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure

This is to inform the Philippine Stock Exchange that the Company has successfully acquired 311,443,190 ordinary shares in Eastern Water Resources Development and Management Public Company Limited (“East Water”), representing 18.72% of East Water’s equity.
Background/Description of the Disclosure

The acquisition took place after the close of the Thailand Stock Market on March 14, 2018 following the confirmation by the Thailand Ministry of Commerce of the appointment of Mr. Virgilio C. Rivera, Jr., New Business Operations Chief Operating Officer of Manila Water and Chairman of the Board of Manila Water (Thailand) Co. Ltd., as a member of the Board of Directors of East Water
Date of Approval by Board of Directors Oct 3, 2017
Date of Approval by Stockholders N/A
Other Relevant Regulatory Agency, if applicable -
Date of Approval by Relevant Regulatory Agency N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

New business opportunities in Thailand and the South East Asia Region, in line with the Company's business strategy.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

Acquisition of the shares is confirmed to have taken place after close of Thailand Stock Market on March 14, 2018
Identities of the parties to the transaction
Name Nature of Business Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Electricity Generating Public Company Limited (EGCO) Holding Company focused on power business investment No existing relationship with Issuer, its directors/officers or any of their affiliates
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)

18.72% equity in East Water, and THB 5.23 billion, or approximately PHP 8.6 billion
Basis upon which the amount of consideration or value of the transaction was determined

The consideration was based on the valuation agreed by Parties
The number of shares to be acquired 311,443,190
Ratio/percentage to total outstanding capital stock 18.72
Terms of payment

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

The Conditions Precedent include, among others:
(1) No material adverse change occurring between the date of the signing of the Share Purchase Agreement and Closing Date;
(2) Submission by the Parties of resolutions of their respective Board (and other supporting documents) approving the Transaction;
(3) Compliance with existing laws, rules and regulations;
(4) Representations and warranties by the Parties;
(5) Board seat of Manila Water’s representative in East Water; and
(6) Registration/application with Thailand Ministry of Commerce of Manila Water’s Board representative in East Water.
Description of the company subject of the transaction
Nature and business

East Water is a publicly listed company whose shares are traded in the Stock Exchange of Thailand, It is engaged in the provision of raw water and tap water since 1992 in the provinces of Rayong, Chachoengsao and Chonburi - the country's main industrial region, and home to a number of heavy industries, including automotive, electronics, and petrochemicals
Discussion of major projects and investments

-
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
Universal Utilities PLC 100

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
Common Shares 1,663,725,149.00 Thai Baht 1,663,725,149
Subscribed Shares
Type of Security Amount Number of Shares
- - -
Paid-Up Capital
Amount 1,663,725,149.00 Thai Baht
Number of Shares 1,663,725,149
Issued Shares
Type of Security Amount Number of Shares
Common Shares 1,663,725,149.00 Thai Baht 1,663,725,149
Outstanding Shares
Type of Security Amount Number of Shares
Common Shares 1,663,725,149.00 Thai Baht 1,663,725,149
Par Value
Type of Security Amount
Common Shares 1.00 par value
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Provincial Waterworks Authority 668,800,000 40.2
EGCO 311,443,190 18.72
Industrial Estate Authority of Thailand (IEAT) 76,000,000 4.57
Aberdeen Small Cap Fund 37,749,800 2.27
Thanachart Low Beta Fund 31,912,300 1.92
BNP Paribas Securities Services, London branch 29,812,100 1.92
Thanachart Prime Low Beta Fund 29,753,900 1.92
Aberdeen Growth Fund 27,505,000 1.65
Aberdeen Long Term Equity Fund 27,465,700 1.65
Mr. Min Tieanworn 21,000,000 1.26
Other shareholders 402,283,159 24.18
Board of Directors
Name (Regular or Independent)
Mr. Amorn Laohamontri Chairman/Independent
Mr. Jirayut Rungsrithong Regular
Mr. Verapong Chaiperm Regular
Mr. Chaipat Sahasakul Regular
Mr, Surachai Kanasa Regular
Mr, Oran Vongsuraphichet Regular
Mr. Kritsada Sunkhamani Regular
Mr. Phaiboon Siripanoosatien Independent
Mr. Chanin Tinnachote Independent
POL. MAJ. GEN. Vichai Sangparpai Independent
Col. Premjiras Tanathaipakdee Independent
Mrs. Tatchada Jitmahawong Independent
Principal Officers
Name Position/Designation
Jirayut Rungsrithong President/Chief Executive Officer
Effect(s)/impact on the business, financial condition and operations of the Issuer

The earnings contribution from East Water shall be immediately accretive to the Company, reflecting the terms and conditions under which the transaction has been completed. The same will be accordingly reflected in the consolidated financial statements of the Company as equity share in net income of associates.
Other Relevant Information

Acquisition of the subject shares will made through the Company's wholly-owned subsidiary in Thailand, Manila Water (Thailand), Co. Ltd. Ownership of Manila Water (Thailand), Co. Ltd. is through Manila Water Thailand Holdings, Pte. Ltd., a wholly-owned Singapore subsidiary of the Company's holding Company, Manila Water Asia Pacific Pte. Ltd. In addition, attached is the financial statements of East Water. Same financial statements can also be downloaded thru http://eastw.listedcompany.com/misc/financials/20180220-eastw-fs-fy2017-en.pdf
Filed on behalf by:
Name Gerardo II Lobo
Designation OIC - Head, Legal and Corporate Governance Department / Senior Legal Counsel