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)
Sep 2, 2022
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
No 20 N. Domingo Street, Barangay Valencia, Quezon CityPostal Code1112
8. Issuer's telephone number, including area code
(02) 8655-1111
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
2,013,409,717
Preferred
143,626,010
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 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and Sections 4.1 and 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Share Subscription and Transfer Agreement Among MWIDE GAIBV and AIC
Background/Description of the Disclosure
On 02 September 2022 (“Execution Date”), Megawide Construction Corporation (“MWIDE”), GMR Airports International BV (“GAIBV”), and Aboitiz InfraCapital, Inc. (“AIC”) executed a Share Subscription and Transfer Agreement (the “Agreement”), for AIC to acquire shares in GMR-Megawide Cebu Airport Corporation (“GMCAC”), the developer and operator of the award-winning Mactan Cebu International Airport (“MCIA”). Subject to the fulfillment of the conditions precedent under the Agreement, the following would occur on Closing Date (which is approximately 105 days from the Execution Date):
1. For a total amount of Php 9,473,600,000.00, AIC shall own 33 and 1/3% minus 1 share of the outstanding capital stock of GMCAC; MWIDE will retain 33 and 1/3% plus 1 share, while GAIBV will retain 33 and 1/3%.
2. MWIDE and GAIBV shall issue Exchangeable Notes in favor of AIC in the total amount of Php 15,526,400,000.00 (the “Notes”). The Notes will mature on 30 October 2024, and will be exchanged by AIC for the rest of the 66 and 2/3% plus 1 share of GMCAC’s outstanding capital stock.
Other Relevant Information
The Board of Directors of MWIDE approved the Agreement on the same date as the Execution Date.