Manila Water: Acquisition or sale of shares of another company

Title of each class

Number of Common Shares Outstanding and Amount of Outstanding Debt

Purpose of disclosure

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

Background/Description of Disclosure

Please note that Manila Water Philippine Ventures, Inc. (“MWPV”), a wholly owned subsidiary of Manila Water Company, Inc. (“MWC”), has acquired all of the shares of iWater, Inc. (“iWater”) en Davao Del Norte Water Infrastructure Company, Inc. (“Davao Water”). Prior to the acquisition, MWPV held 51% while iWater held a 49% stake in Davao Water. After the acquisition, MWPV will own 100% of Davao Water. After the acquisition, MWPV will own 100% of Davao Water.

Davao Water is the joint venture partner of Tagum Water District in implementing a bulk water supply and purchase project, which is being carried out by their joint venture, Tagum Water Company, Inc.

Thank you.

Date approved by
board of directors

Rationale for the transaction, including the benefits expected to be accrued by 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 businesses and seize opportunities for growth and expansion in the Visayas and Mindanao.

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

Manner

MWPV and iWater have signed a stock purchase agreement for the sale of 735,000 shares of Davao del Norte Water Infrastructure Company, Inc.

Description of the business to be acquired or sold

Davao Water is the joint venture partner of Tagum Water District in implementing a bulk water supply and purchase project, which is being carried out by their joint venture, Tagum Water Company, Inc.

Number of shares to be acquired or sold

Percentage of total outstanding shares of the company being traded

Price per share

Nature and amount of consideration given or received

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

Principle followed to determine the amount of consideration

Generally accepted valuation methods (eg discounted cash flows) were followed to determine the acquisition price.

Payment terms

The purchase price of PhP345,333,333.33 was paid in full by wire transfer by MWPV upon signing of the share purchase agreement.

Conditions precedent to closing the transaction, if any

1. Completion and satisfactory outcome of the due diligence audit conducted by MWPV;
2. iWater’s representations and warranties shall be true and correct in all material respects;
3. All consents, waivers and approvals required for the sale and purchase of shares must have been obtained or waived;
4. iWater, unless expressly waived by MWPV, will have performed and complied with all terms, covenants and conditions to be performed or complied with by it;
5. No governmental investigation or suit, action or other proceeding shall have been threatened or commenced which challenges the transaction, or any material part thereof, contemplated by the Share Purchase Agreement;
6. Signature of a deed of absolute sale of shares;
7. Delivery of original share certificates duly endorsed covering the shares free and clear of any lien;
8. Delivery of the original duly signed irrevocable power of attorney (associated with an interest) in favor of MWPV;
9. Submission of original irrevocable and unconditional letters of resignation by iWater appointed directors;
10. Delivery of a written instruction to Davao Water to deliver to MWPV any dividends that may be due on the shares;
11. Delivery of the nominee agreement duly signed 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 bank transfer to the Bizlink-Pesonet account of the iWater Bank of the Philippine Islands.

Any other salient term

All of iWater’s rights as a shareholder of Davao Water and all rights under the Development Agreement, the Joint Venture Agreement, including the iWater Premium, will automatically terminate upon Closing.

name

Nature of any material relationship with the issuer, its directors/officers or any of its affiliates

Effect(s) on the Issuer’s business, financial position and operations, if any

Full ownership of Davao Water enables the company to maximize returns from the project through its efficient execution and operation of the project.

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

Other relevant information

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