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)

Jul 11, 2018

2. SEC Identification Number

167423

3. BIR Tax Identification No.

000-477-103

4. Exact name of issuer as specified in its charter

MEGAWORLD CORPORATION

5. Province, country or other jurisdiction of incorporation

Metro Manila, Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

30th Floor, Alliance Global Tower, 36th Street cor. 11th Avenue Uptown Bonifacio, Taguig City Postal Code 1634

8. Issuer's telephone number, including area code

(632) 894-6300/6400

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	32,239,445,872
Preferred	6,000,000,000

11. Indicate the item numbers reported herein

Item 9(b)

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.

Megaworld CorporationMEG

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
Acquisition of Stateland, Inc.
Background/Description of the Disclosure
Suntrust Properties, Inc., a wholly-owned subsidiary of Megaworld Corporation, acquired Stateland, Inc.

Date of Approval by Board of Directors	Mar 18, 2018

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
Suntrust aims to expand its operations and augment its land bank in the CALABARZON area to further expand developments in this area where growth prospects are great.

Details of the acquisition or disposition

Date	Jul 6, 2018

Manner
Cash purchase.
Description of the company to be acquired or sold
Stateland, Inc. is a domestic corporation primarily engaged in the development and sale of affordable quality homes and well-developed communities in South Luzon, particularly in Cavite and Laguna, and some parts of Metro Manila where it has upscale pocket townhouse developments.

The terms and conditions of the transaction

Number of shares to be acquired or disposed	111,404,525
Percentage to the total outstanding shares of the company subject of the transaction	97
Price per share	N/A

Nature and amount of consideration given or received
Cash, approximately Php3.3 Billion.
Principle followed in determining the amount of consideration
Suntrust will acquire Stateland, Inc. at the agreed purchase price based on the closing Balance Sheet equity of Stateland as of 31 May 2018 subject to adjustments, valuation, and appraisement mechanism spelled out in the Memorandum of Agreement executed by the parties.
Terms of payment
Cash, full payment at closing date.
Conditions precedent to closing of the transaction, if any
Approval of the Philippine Competition Commission.
Any other salient terms
Number of shares acquired - 111,404,525 shares of stock and certain allied and related properties, on top of Stateland’s existing horizontal and upscale pocket townhouse developments spread across more than 200 hectares in South Luzon and some parts of Metro Manila.

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
Individual stockholders comprising the majority owners of Stateland.	None

Effect(s) on the business, financial condition and operations of the Issuer, if any
The acquisition of Stateland will expand the Issuer’s raw land portfolio by another 150 hectares and allow it to own certain allied and related properties, on top of Stateland’s existing developments spread across more than 200 hectares. It will allow the Issuer, through Suntrust, to expand its developments in the CALABARZON area to take advantage of the growth prospects therein.
Other Relevant Information
None