Metro Pacific Investments : Acquisition or Disposition of Shares of Another Corporation

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 27, 20222. SEC Identification Number CS2006044943. BIR Tax Identification No. 244-520-457-0004. Exact name of issuer as specified in its charter Metro Pacific Investments Corporation5. Province, country or other jurisdiction of incorporation Metro Manila, Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office 9th Floor, Tower 1, Rockwell Business Center, Ortigas Avenue, Pasig CityPostal Code16048. Issuer's telephone number, including area code (632) 8888-08889. 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 Shares of Stock	29,347,163,752

11. Indicate the item numbers reported herein 9

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.

Metro Pacific Investments CorporationMPI 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

Execution of an agreement to acquire a 51% equity interest in The Laguna Creamery, Inc. ("TLCI") by Metro Pacific Investments Corporation ("MPIC")

Background/Description of the Disclosure

On 27 June 2022, MPIC entered into an Investment Framework Agreement (the "Agreement") with Carmen's Best Dairy Products, Inc. ("CBDPI"), Carmen's Best International Dairy Company, Inc. ("CBIDCI"), Real Fresh Dairy Farms, Inc. ("RFDFI"), The Laguna Creamery, Inc. ("TLCI"), RMJ Development Corporation ("RMJDC"), and certain individual shareholders (collectively, the "Carmen's Best Group"). Under the Agreement, MPIC will acquire 51% of the outstanding shares of TLCI, after the satisfaction of the conditions precedent to the transaction including the increase in authorized capital stock of TLCI and the consolidation of the assets and business of the Carmen's Best Group in TLCI. After the transaction, TLCI will become a subsidiary of MPIC.

Date of Approval by Board of Directors

Mar 9, 2022

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 being carried out pursuant to MPIC's plan to diversify its investment portfolio to include the agricultural sector. Please see attached Press Release for more information.

Details of the acquisition or disposition

Date	Jun 27, 2022

Manner

MPIC entered into the Agreement to acquire a total of 517,803 common shares, representing approximately 51% of the outstanding shares of TLCI, for a total consideration of Php198,000,000.00. The acquisition will be implemented through a combination of secondary shares acquired from certain shareholders of TLCI and primary shares that will be issued by TLCI to MPIC or an affiliate designated by MPIC.

Description of the company to be acquired or sold

The Carmen's Best Group is behind the home-grown premium ice cream brand, Carmen's Best Ice Cream, and the country's only locally pasteurized and homogenized fresh milk, Holly's Milk. It operates a dairy farm where it also produces artisanal cheese under the Carmen's Best Natural Cheese and Holly's brands.

The terms and conditions of the transaction

Number of shares to be acquired or disposed	517,803
Percentage to the total outstanding shares of the company subject of the transaction	51
Price per share	Approximately Php382.38 per share

Nature and amount of consideration given or received

The total consideration for the transaction is Php198,000,000 which shall be paid in cash by MPIC.

Principle followed in determining the amount of consideration

The valuation was agreed by the parties taking into account the value of the assets and business of the Carmen's Best Group.

Terms of payment

Full settlement upon closing

Conditions precedent to closing of the transaction, if any

The closing of the transaction is subject to the satisfaction of customary closing conditions, including the procurement of regulatory and third-party approvals and the consolidation of the key assets and business of the Carmen's Best Group into TLCI.

Any other salient terms

None

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
Carmen's Best Dairy Products, Inc.	None
RMJ Development Corporation	None
Individual shareholders	None

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

The transaction is being carried out pursuant to MPIC's plan to diversify its investment portfolio to include the agricultural sector. The transaction presents a growth opportunity for MPIC. Please see attached Press Release for more information.

Other Relevant Information

Please see attached SEC Form 17C.

Filed on behalf by:

Name	RICARDO III PILARES
Designation	Vice President for Legal and Compliance Officer