C00135-2025

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)
Jan 9, 2025
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 City Postal Code 1112
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 101,405,880
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 4-2 - 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

Execution of the Share Purchase Agreement for the Acquisition by Megawide Construction Corporation (the "Company") of 5% of the outstanding capital stock of Megawide GMR Construction JV, Inc. ("JV"), from GMR Global Pte. Ltd. (formerly GMR Holdings Overseas Singapore PTE Limited (“GHOSPL”).
Background/Description of the Disclosure

On 09 January 2025, the Board of Directors of Megawide Construction Corporation (the “Company”) resolved to authorize: (1) Mr. Edgar B. Saavedra, the Chairman of the Board and Chief Executive Officer of the Company; and (2) Mr. Christopher A. Nadayag, Treasurer of the Company, to sign and execute a Share Purchase Agreement with GMR Global Pte. Ltd. (formerly GMR Holdings Overseas Singapore PTE Limited (“GHOSPL”), for the Company’s acquisition of GHOSPL’s shares in Megawide GMR Construction JV, Inc. (“JV”), a joint venture company of GMR Infrastructure (Singapore) Pte Limited (“GISPL”), the Company, and GHOSPL.

The Company has set the execution and closing date of the Share Purchase Agreement with GHOSPL for its shares in the JV on the same date ("Execution Date"). As a result of said acquisition and the acquisition of GISPL, the JV will become a wholly-owned subsidiary of the Company.
Date of Approval by
Board of Directors		 Jan 9, 2025
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The transaction is in line with the Company’s strategy of constantly re-engineering its business and financial portfolio to support its vision of engineering a First-World Philippines, and to explore more resilient, high-growth, and scalable opportunities to anchor its long-term and sustainable growth agenda.
Details of the acquisition or disposition
Date Jan 9, 2025
Manner

On Execution Date:

-payment by the Company to GHOSPL of Php 7,871,000.00 for GHOSPL's 9,000,000 equity shares in JV.
Description of the company to be acquired or sold

Megawide GMR Construction JV, Inc. is the joint venture company of GISPL, the Company and GHOSPL, and is the developer of the Clark International Airport Project.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 9,000,000
Percentage to the total outstanding shares of the company subject of the transaction 5
Price per share Php 0.8745 (Php 0.87)
Nature and amount of consideration given or received

On Execution Date:

-payment by the Company to GHOSPL of Php 7,871,000.00 for GHOSPL's equity shares in JV.
Principle followed in determining the amount of consideration

Valuation agreed among the parties following due diligence review of JV's assets.
Terms of payment

Payment of the full Purchase Price to GHOSPL shall be made on the Execution Date.
Conditions precedent to closing of the transaction, if any

Customary closing conditions, including amongst others, completion of filings with/informing relevant regulatory, government, and/or tax authorities as may be required.
Any other salient terms

None.
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
GMR Global PTE Limited (formerly GMR Holdings Overseas Singapore Pte Limited (“GHOSPL”) None.
Effect(s) on the business, financial condition and operations of the Issuer, if any

The transaction will allow the Company to wholly-own its existing subsidiary, Megawide GMR Construction JV, Inc., the developer of the Clark International Airport Project, where it can leverage its engineering and construction expertise; and at the same time strengthen its balance sheet.
Other Relevant Information

None.
Filed on behalf by:
Name Melissa Ester Chavez-Dee
Designation Corporate Secretary/Corporate Information Officer