C08508-2020

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)
Dec 9, 2020
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 Communication Centre, 106 Carlos Palanca St. Legaspi Village, Makati City Postal Code 1223
8. Issuer's telephone number, including area code
632 88467910/09173186964/09087380854
9. Former name or former address, if changed since last report
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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
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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

Signing of Memorandum of Agreement (MOA) between 5GS Security Inc. and MRC Allied Inc.

Background/Description of the Disclosure

We would like to inform the Exchange that earlier today 09 December 2020, MRC ALLIED INC. (“BUYER/MRC”) and 5G SECURITY INC. (“SELLER/5GS”) signed and executed a Memorandum of Agreement to acquire KERBERUS CORPORATION which will allow MRC to subscribe up to seventy five percent (75%) of the total capital of the Corporation.

5GS is a majority owner of Kerberus Corporation engaged in cybersecurity services, electronic security, safety and building management and auxiliary equipment and system business.


Please find the following salient features of the contract:

• The Agreement serves as the preparatory and initial agreement between the Parties on the acquisition by MRC of a supermajority ownership and control of Kerberus, where 5GS owns a majority share and control.

• Upon the signing of the Agreement, 5GS undertakes to immediately secure to increase the Authorized Capital Stock to Three Hundred Million (PhP 300,000,000.00) of Kerberus Corporation.

• Within 120 days from the approval by the Securities and Exchange Commission of the increase in the Authorized Capital Stock of Kerberus, MRC undertakes to subscribe or acquire to up to Two Hundred Fifty Million (250,000,000) shares in Kerberus. The shares to be subscribed or acquired by MRC should not be less than 75% ownership stake in Kerberus. The ownership stake to be acquired by MRC in Kerberus may be reduced or increased subject to the agreement of the Parties. The details in the subscription or acquisition by MRC of Kerberus shares shall be agreed upon by the Parties in a separate agreement.


Effect(s) on the business, financial condition and operations of the Issuer, if any;

This acquisition of Kerberus Corporation will solidify the entry of MRC into the holding industry. It will also bring the Company closer to its aspirational goal of transforming from property business to a holding company.

The effect on the operations and financial condition of the company will be subject to the success of the acquisition of the company with 5GS.

Any other relevant information.

None.

Other Relevant Information

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Filed on behalf by:
Name Helen Chico
Designation Compliance Officer