C04619-2025

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)
Jun 26, 2025
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 City Postal Code 1229
8. Issuer's telephone number, including area code
632 88467910/09178082991
9. Former name or former address, if changed since last report
5th Floor Eurovilla 4 Bldg. 853 A Arnaiz Avenue, Legazpi 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 851,265,897
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 LR-1 - Comprehensive Corporate Disclosure on Issuance of Shares (Private Placements, Share Swaps, Property-for-Share Swaps
or Conversion of Liabilities/Debt into Equity) Reference: Rule on Additional Listing of Securities

Subject of the Disclosure

MRC Update on the Private Placements.
Background/Description of the Disclosure

In compliance with the directive of the Exchange concerning our disclosure dated 19 June 2025 with PSE disclosure Reference No. C04419-2025, regarding the Company’s receipt of a definitive offer from a possible corporate buyer for the subscription of 333,333,333 MRC common shares out of a previously approved private placement of up to 1,428,571,428 shares at a total transaction price of Php333,333,333.00.

"The abovementioned transactions was based on the May 24, 2018 application of the Company for the Private Placement to be exempt from registration requirement as provided by Section 8 and Section 10 of the Securities Regulation Code (SRC). In its application the Company will be issuing 1,428,571,428 common shares of stock from its authorized but unissued and unsubscribed capital stock through Private Placement.

On June 13, 2018 the company received a letter from the Securities and Exchange Commission in connection with the grant of Confirmation of Exemption under Section 10.1(k) of the Securities Regulation Code (SRC), for the issuance of One Billion Four Hundred Twenty-Eight Million Five Hundred Seventy-One Thousand Four Hundred Twenty-Eight (1,428,571,428) Common Shares.

In accordance with Section 6, Article V, Part A of the Consolidated Listing and Disclosure Rules, the Company hereby submits this Comprehensive Corporate Disclosure, to wit:

Please see attached for other information.
Date of Approval by Board of Directors Apr 12, 2018
Comprehensive Corporate Disclosure
Description of the proposed transaction including the timetable for implementation, and related regulatory requirements

As mentioned in the disclosure the company received a definitive offer from a corporate buyer for the Subscription of 333,333,333 Common Shares through the aforementioned Private Placement at the price of Three Hundred Thirty-Three Million, Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three Pesos (PHP333,333,333.00)

The management accepted the aforementioned offer subject to verification of the qualification of the corporate buyer and the board approval within a period of thirty (30) days.

No other regulatory approval is required.
Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction

The transaction will result to the increase in the issued and outstanding shares of the company. The transaction will be vital in the expansion plans of MRC.

" Please refer below the detailed work program for the use of the proceeds."
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any agreements for payment on a deferred basis

The transaction involves the subscription of 333,333,333 Common Shares by way of Private Placement at the Subscription Price of PHP1.00 per Share.

The Subscription, its extent and the other terms thereof is still subject to the approval of the Board of Directors.
The basis upon which the consideration or the issue value was determined

The Subscription Price of PHP1.00 per Share is based on the existing par value per share of the Common Shares subject of the transaction.
Detailed work program of the application of proceeds, the corresponding timetable of disbursements and status of each project included in the work program. For debt retirement application, state which projects were financed by debt being retired, the project cost, amount of project financed by debt and financing sources for the remaining cost of the project

The transaction is part of MRC’s plans to raise up to One Billion Pesos (PHP1,000,000,000.00) through Private Placement.

The use of the proceeds will be use by the company to finance its real property development projects, investment in renewable energy projects and investments in companies engaged in providing cloud data center facilities; software development; developing smart cities; cybersecurity and data privacy solutions; and internet, mobile and broadband services.

The fund-raising through Private Placement will support MRC’s aforementioned expansion ventures.

The Work Program and Timeline of the use of proceeds will be determined after the closing of the transaction.
Identity and/or corporate background of the beneficial owners of the shares subscribed, including the following
Beneficial Owners/Subscribers Nature of Business Nature of any material relationship with the Issuer and the parties to the transaction, their directors/officers or any of their affiliates
TBA TBA N/A
Organizational/Ownership Structure of Subscribers
Controlling Shareholders of Subscribers Number of Shares Held %
TBA - -
For subscribers with no track record or with no operating history: the Subscriber must present a statement of active business pursuits and objectives which details the step undertaken and proposed to be undertaken by the Issuer in order to advance its business. Projected financial statements shall only be required should there be references made in the Statement to forecasts or targets

As of this filing the parties have yet to execute a Subscription Agreement for the transaction as the same is still for approval of the Board of Directors.

The identity of the Subscribing Party is still subject to confidentiality and will be disclosed upon the approval of the transaction by the Board of Directors within a period of thirty (30) days from MRC’s receipt of the definitive offer last 19 June 2025. The Subscriber required confidentiality of it's identity until approval of the Board of Directors of the subscription to which MRC agreed.
The interest which directors of the parties to the transaction have in the proposed transaction

None of the members of the Board of Directors of MRC and the subscriber has any interest whatsoever in the transaction.
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders

To safeguard the interest of the shareholders, the transaction is subject to the approval and to the terms and conditions to be imposed by the Board of Directors .
Any conditions precedent to closing of the transaction

The only condition for the closing of the transaction is the approval of the Board of Directors.

The Board of Directors shall have the authority to approve the actual number of shares that will be issued under the transaction.
Change(s) in the composition of the Board of Directors and Management

The transaction will not result to any change in the Board of Directors, the Principal Officers and the rights of the shareholders. The company will update the exchange in case there will changes in the board and corporate officers after the closing of the transaction.

Effects on the following

Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
Menlo Capital Corporation 137,281,739 16.13 137,281,739 11.59
Proposed Subscriber 0 0 333,333,333 28.14

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
Common Stock 851,265,897 1,184,599,230
Outstanding Shares
Type of Security /Stock Symbol Before After
Common Stock 851,265,897 1,184,599,230
Treasury Shares
Type of Security /Stock Symbol Before After
- 0 0
Listed Shares
Type of Security /Stock Symbol Before After
Common Stock 851,265,897 1,184,599,230
Effect(s) on the public float, if any Considering that the issuance of 333,333,333 shares will increase the non-public shareholdings of MRC . The non-public float will reslult to 39.81 percent after the issuance of the transactions.
Effect(s) on foreign ownership level, if any The foreign ownership will not change because the subscribing party is a Filipino owned Domestic Corporation. However, since there will be issuance of the new shares, foreign owenrship percentage will decrease to 3.91 percent
Other Relevant Information

Other terms and condition on the Private Placement as follows:

a. Private placement of 333,333,333 common shares from the unissued and unsubscribed authorized capital stock.
b. Issue price of Php 1.00 per share
c. Down payment of Fifty percent (50%) of the issue price upon signing of the Subscription Agreement
d. The balance of Fifty percent (50%) payable within a period of thirty (30) days from down payment
e. Expenses incidental to the subscription of the shares under the term sheet shall be the account of the Seller

Please note that the abovementioned Board approval was based on the 12 April 2018 company disclosure under PSE Edge Disclosure Form
4-30- Material/Information/Transactions with reference No. C02363-2018.

The Board is yet to set the Board Meeting for the approval of the abovementioned transactions but the same will be conducted on or before 19 July 2025.

MRC will submit and disclose the Audited Financial Statements (AFS) of the subscribing party after the agreement is being finalized and subject for the approval of the Board.

Please see attached documents with annexes.

Should you have further questions, please contact Atty. Federico P. Prieto, Office of the Corporate Secretary at 0917 808 2991.
Filed on behalf by:
Name Federico Prieto
Designation Corporate Secretary