C05956-2017

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)
Oct 3, 2017
2. SEC Identification Number
184228
3. BIR Tax Identification No.
000-275-291
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
5/F EUROVILLA 4 BLDG. 853 A ARNAIZ AVENUE, MAKATI CITY Postal Code 1223
8. Issuer's telephone number, including area code
02 846-7910
9. Former name or former address, if changed since last report
-
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 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure

Acquisition of 15% Stake in 50MW SULU ELECTRIC POWER AND LIGHT PHILS INC. (SEPALCO) Solar Project

Background/Description of the Disclosure

Please see attached.

Date of Approval by Board of Directors Sep 20, 2017
Date of Approval by Stockholders N/A
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The deal will solidify the entry of the Company into the solar power industry by allowing it to participate in the operation of an already existing renewable energy (RE) power plant.

Description of the transaction including the timetable for implementation and related regulatory requirements, if any

The Board approved the acquisition of the 15% stake in the SEPALCO Solar Project for 5M USD and thereafter signed a Memorandum of Agreement. The concerned parties agreed to sign and execute a Deed of Absolute Sale (DOAS) indicating the terms and other details of the transaction within 30 days.

Identities of the parties to the transaction
Name Nature of Business Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Amled International Systems Inc. Energy Company NONE
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)

USD 5M (Php255M)

Basis upon which the amount of consideration or value of the transaction was determined

USD 0.03175 per share (Php1.619 per share)

The number of shares to be acquired 157,500,000
Ratio/percentage to total outstanding capital stock 15
Terms of payment

TBA

Conditions precedent to closing of the transaction, if any

TBA

Description of the company subject of the transaction
Nature and business

SULU ELECTRIC POWER AND LIGHT PHILS INC. (SEPALCO) is a domestic corporation engaged in the business of power generation.

Discussion of major projects and investments

SEPALCO owns and operates the 50MW Solar Project located in Brgy. Castilla, Palo, Leyte

List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
N/A -

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
Common Shares 1,050,000,000 1,050,000,000
Subscribed Shares
Type of Security Amount Number of Shares
Common Shares 1,050,000,000 1,050,000,000
Paid-Up Capital
Amount 1,050,000,000
Number of Shares 1,050,000,000
Issued Shares
Type of Security Amount Number of Shares
Common Shares 1,050,000,000 1,050,000,000
Outstanding Shares
Type of Security Amount Number of Shares
Common Shares 1,050,000,000 1,050,000,000
Par Value
Type of Security Amount
Common Shares 1
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
AMLED International Systems, Inc 472,500,000 45
SAS Sunrise PTE LTD 420,000,000 40
Atty Ben-Hur F. Castillo 147,000,000 14
Nina F. Castillo 5,250,000 0.5
Dr. Arcelie T. Castillo 5,250,000 0.5
Board of Directors
Name (Regular or Independent)
Frank Huang Regular
Atty Ben Hur Castillo Regular
Gilbert S. Castro Regular
Engr. Mike Da Silva Regular
Dr. Arcelie T. Castillo Regular
Principal Officers
Name Position/Designation
Atty Ben Hur Castillo President
Engr. Mike Da Silva Treasurer
Effect(s)/impact on the business, financial condition and operations of the Issuer

The deal will solidify the entry of the Company into the solar power industry by allowing it to participate in the operation of an already existing renewable energy (RE) power plant.

Other Relevant Information

The payment of the USD 5M (Php255M) will be sourced from shareholder's advances.
To update the relative information for the SEPALCO acquisition.

Filed on behalf by:
Name Bernard Rabanzo
Designation Director