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)
Feb 27, 2023
2. SEC Identification Number
184228
3. BIR Tax Identification No.
000-275-291-000
4. Exact name of issuer as specified in its charter
MRC ALLIED, INC.
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
4th Floor Spirit of Communications Centre 106 Carlos Palanca St. Legaspi Village Makati CityPostal Code1229
8. Issuer's telephone number, including area code
02 8846-7910/ 09219849472/09087380854
9. Former name or former address, if changed since last report
5th Floor Eurovilla 4 Bldg. 853 A Arnaiz Ave. Legaspi Village Makati City
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 Stock
8,512,658,975
11. Indicate the item numbers reported herein
-
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.
MRC Allied, Inc.MRC
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
MRC Allied, Inc. & Menlo Capital Corporation singed a Memorandum of Agreement.
Background/Description of the Disclosure
We would like to inform the Exchange that MRC Allied Inc. (“MRC”) and Menlo Capital Corporation (MENLO) signed a Memorandum of Agreement (MOA) for the intent of the company to purchase Five Hundred Million Shares of Stocks owned by MENLO in Philippine Telegraph and Telephone Corporation (PT&T).
The above agreement will enable MRC to utilize the available facilities of the PT&T through appropriate agreement(s) for MRC’s intended Information and Communication Technology (“ICT”) business ventures.
In the previous disclosure, MRC mentioned that the company will utilize portions of the proceeds of its Private Placement to invest in Information and Communication Technology (“ICT”) upon approval of the amendment to the purpose thereof by the Securities and Exchange Commission.
Please find the following salient features of the contract:
1. Terms and Conditions
a.) The purpose of the Contract is to engage MRC, to which the latter has agreed to acquire the offered share of Menlo for the sale of Five Hundred Million (500,000,000) Shares of Stocks with a Par Value of PHP1.00 per Share at Philippine Telegraph and Telephone Corporation (“PT&T”), hereinafter referred to as “Subject Shares” to MRC.
b.) That this Agreement serves as the initial agreement between the Parties on the acquisition by MRC of the Subject Shares from MENLO and bind the Parties to certain responsibilities and obligations necessary to consummate the acquisition within a definitive period.
Timeline for Contract Implementation
The parties are obligated to close the sale of the Subject Shares within a Closing Period of sixty (60) days from the execution of this agreement.
3. Other Salient Features
The contract shall be effective and binding from the time it is signed by the Parties’ duly authorized representatives and for the duration of the Agreement and the responsibilities of both parties are:
a. MRC will secure the approval of the amendment of the purpose of the Private Placement to include investing in Information and Communication Technology (“ICT”) with the Securities and Exchange Commission (“SEC”) within the Closing Period.
b. MRC will offer for subscription the shares of stocks covered of the Private Placement within the Closing Period and priorities in the utilization of the proceeds thereof the purchase of the Subject Shares.
c. MENLO is obligated to withhold offering for sale to other individual or entity the “Subject Shares” during the Closing Period.
d. MENLO obligates itself to keep the Subject Shares free from any lien or encumbrances during the Closing Period.
e. Parties are required to agree on the Purchase Price, Schedule of Payment(s) other material terms and conditions of the Sale of the Subject Shares within a period of thirty (30) days from execution of this agreement. These shall be agreed on in writing by the Parties in a duly executed Terms of Reference.
f. Parties are obligated to execute a Definitive Agreement based on the Terms of Reference for the sale of the Subject Shares on or before the expiration of the Closing Period.
g. Parties agree that the primary purpose of this agreement is for MRC to purchase the Subject Shares within the Closing Period and as such it has the option to utilize resources other than the Private Placement to purchase the Subject Shares in case it decides to expedite the transaction.
4. Effect(s) on the business, financial condition and operations of the Issuer, if any;
The intended acquisition of PT&T Shares from MENLO will enable MRC through appropriate agreement(s) to utilize the former’s available facilities for its intended Information and Communication Technology (“ICT”) business ventures.
The effect on the operations and financial condition of the company will be subject to the success of the investment in ICT business.
MRC Allied, Inc.MRC