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) Mar 9, 20222. SEC Identification Number A1996-115933. BIR Tax Identification No. 005-038-428-0004. Exact name of issuer as specified in its charter MANILA WATER COMPANY, INC.5. Province, country or other jurisdiction of incorporation QUEZON CITY, PHILIPPINES6. Industry Classification Code(SEC Use Only) 7. Address of principal office MWSS ADMINISTRATION BUILDING 489 KATIPUNAN ROAD BALARA QUEZON CITYPostal Code11058. Issuer's telephone number, including area code (632) 7917 5900 loc. 14049. Former name or former address, if changed since last report N/A10. 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 2,884,839,617
PREFERRED 4,000,000,000
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.

Manila Water Company, Inc.MWC 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

Acquisition by Manila Water Philippine Ventures, Inc. of all the shares of iWater, Inc. in Davao Del Norte Water Infrastructure Company, Inc.

Background/Description of the Disclosure

Please be informed that Manila Water Philippine Ventures, Inc. ("MWPV"), a wholly-owned subsidiary of Manila Water Company, Inc. ("MWC"), acquired all the shares of iWater, Inc. ("iWater") in Davao Del Norte Water Infrastructure Company, Inc. ("Davao Water"). Prior to the acquisition, MWPV held 51% while iWater held a 49% equity interest in Davao Water. Post-acquisition, MWPV will own 100% of Davao Water. Post-acquisition, MWPV will own 100% of Davao Water.

Davao Water is the joint venture partner of the Tagum Water District in the implementation of a Bulk Water Supply and Purchase Project, which is being carried out by their joint venture company, Tagum Water Company, Inc.

Thank you.

Date of Approval by
Board of Directors 		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 transaction is in line with the Company's strategic direction to maximize the business potential of existing ventures and take on opportunities for growth and expansion in Visayas and Mindanao.

This acquisition was approved by the Board of Directors of MWPV on February 24, 2022.

Details of the acquisition or disposition
Date Mar 8, 2022
Manner

MWPV and iWater executed a Share Purchase Agreement for the sale of 735,000 shares in Davao del Norte Water Infrastructure Company, Inc.

Description of the company to be acquired or sold

Davao Water is the joint venture partner of the Tagum Water District in the implementation of a Bulk Water Supply and Purchase Project, which is being carried out by their joint venture company, Tagum Water Company, Inc.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 735,000
Percentage to the total outstanding shares of the company subject of the transaction 49
Price per share 469.84
Nature and amount of consideration given or received

The purchase price for the acquisition is PhP345,333,333.33.

Principle followed in determining the amount of consideration

The generally accepted valuation methods (e.g. Discounted Cash Flow) were followed in determining the acquisition price.

Terms of payment

The purchase price of PhP345,333,333.33 was paid through wire transfer by MWPV in full upon execution of the Share Purchase Agreement.

Conditions precedent to closing of the transaction, if any

1. Completion and satisfactory result of the Due Diligence Audit conducted by MWPV;
2. The representations and warranties of iWater shall be true and correct in all material respects;
3. All consents, waivers, and approvals required for the sale and purchase of the shares shall have been obtained or waived;
4. iWater, unless expressly waived by MWPV, shall have performed and complied with all the terms, covenants, and conditions required to be performed or complied with by it;
5. No governmental investigation or any suit, action, or other proceeding shall have been threatened or instituted which challenges the transaction, or a material portion thereof, contemplated by the Share Purchase Agreement;
6. Execution of a Deed of Absolute Sale of Shares of Stock;
7. Delivery of the original duly endorsed Share Certificates covering the shares free and clear of any lien;
8. Delivery of the duly executed original irrevocable proxy (coupled with an interest) in favor of MWPV;
9. Delivery of the original irrevocable and unconditional Letters of Resignation by iWater's nominee directors;
10. Delivery of a written instruction to Davao Water to deliver to MWPV any and all dividends that may be due on the shares;
11. Delivery of the nominee agreement duly executed by and between iWater and its nominee directors and the written notice of termination thereof sent by iWater; and
12. Payment of the purchase price by way of wire transfer to iWater's Bank of the Philippine Islands Bizlink-Pesonet account.

Any other salient terms

All rights of iWater as shareholder of Davao Water and all rights under the Development Agreement, Joint Venture Agreement, including the iWater Premium shall automatically terminate upon closing.

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
iWater, Inc. N.A.
Effect(s) on the business, financial condition and operations of the Issuer, if any

Taking full ownership of Davao Water allows the Company to optimize project returns with its efficient execution and operation of the project.

Operationally, iWater will no longer be part of the directorship and operations of Davao Water. The transaction will have no effect on project execution and operation of the project assets. Ultimately, the project retains its projected benefits to be provided to the customers of the Tagum Water District.

Other Relevant Information

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Filed on behalf by:
Name Romelyn Obligacion
Designation Enterprise Senior Legal Counsel

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Manila Water Company Inc. published this content on 09 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 March 2022 08:20:05 UTC.