Megaworld : Acquisition or Disposition of Assets

SECURITIES AND EXCHANGE COMMISSION
SEC 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 25, 20222. SEC Identification Number 1674233. BIR Tax Identification No. 000-477-1034. Exact name of issuer as specified in its charter MEGAWORLD CORPORATION5. Province, country or other jurisdiction of incorporation Metro Manila6. Industry Classification Code(SEC Use Only) 7. Address of principal office 30th Floor, Alliance Global Tower, 36th Street cor. 11th Avenue, Uptown Bonifacio, Taguig City Postal Code16348. Issuer's telephone number, including area code (632) 8894-6300/64009. 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	31,858,070,872
Preferred	6,000,000,000

11. Indicate the item numbers reported herein Item 9(b)

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.

Megaworld CorporationMEG PSE Disclosure Form 4-1 - Acquisition or Disposition of Assets References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Memorandum of Agreement ("MOA") with Manila Jockey Club, Inc. ("MJCI") for the purchase of 2.2 hectares of prime real estate properties in Sta. Cruz, Manila.

Background/Description of the Disclosure

On January 18, 2022, Megaworld Corporation ("MEG") and MJCI entered into a MOA to purchase 2.2 hectares of parcels of land located in Sta. Cruz, Manila to establish the terms and conditions of the transaction.

Date of Approval by Board of Directors

Jan 7, 2022

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The purchase will allow MEG to expand its township portfolio in Metro Manila.

Details of the acquisition or disposition

Date

TBA

Description of the Transaction

Agreement between MEG and MJCI for the sale of parcels of land located in Sta. Cruz, Manila.

Manner

Acquisition of Property

Description of the assets involved

The assets comprise of three (3) lots located in Sta. Cruz, Manila with a total area of 2.2 hectares.

Terms and conditions of the transaction

Nature and amount of consideration given or received

MEG will purchase the lots in cash and by installment for a total amount of PhP1,887,733,375.00.

Principle followed in determining the amount of consideration

The purchase price was determined by the parties after negotiations.

Terms of payment

The total purchase price of the lots is PhP1,887,733,375.00. MEG will pay: (i) PhP590,313,625.00 in cash for two (2) lots, and (ii) PhP1,297,419,750.00 in installments for one (1) lot.

Conditions precedent to closing of the transaction, if any

Upon compliance with the stipulated deliverables by the seller, MEG will pay the purchase price of the lots in accordance with the terms of payment as stated above.

Any other salient terms

None.

Identity of the person(s) from whom the assets 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
Manila Jockey Club, Inc. or through its wholly-owned subsidiaries	None

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

The expansion of its township portfolio in Metro Manila is expected to generate additional revenues for MEG.

Other Relevant Information

None.

If the transaction being reported is an acquisition, kindly submit the following additional information:

Source(s) of funds

Internally generated.

If any asset so acquired by the issuer or its subsidiaries constituted plant, equipment or other physical property, state the nature of the business in which the assets were used by the persons from whom acquired and whether the issuer intends to continue such use or intends to devote the assets to other purposes, indicating such other purposes

N/A

Filed on behalf by:

Name	Anna Michelle Llovido
Designation	Corporate Secretary