C01784-2024

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 26, 2024
2. SEC Identification Number
147669
3. BIR Tax Identification No.
000-432-378
4. Exact name of issuer as specified in its charter
Cosco Capital, Inc.
5. Province, country or other jurisdiction of incorporation
Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
No. 900 Romualdez St., Paco, Manila Postal Code 1007
8. Issuer's telephone number, including area code
09178612459
9. Former name or former address, if changed since last report
None
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 Shares 7,094,870,664
11. Indicate the item numbers reported herein
Other Matters

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.

Cosco Capital, Inc.COSCO

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 of 60% of Outstanding Shares of Catuiran Hydropower Corporation.
Background/Description of the Disclosure

On March 25, 2024, Cosco Capital, Inc. (“Cosco”) finalized its acquisition of 60% outstanding shares of Catuiran Hydropower Corporation (Catuiran) at a price below 10% of Cosco’s total book value.
 
Cosco received a letter from the Philippine Competition Commission stating that the transaction is not subject to compulsory notification, thus clearing the path for the parties to close the transaction.
 
Catuiran operates an eight (8) megawatts hydropower plant in Naujan, Oriental Mindoro, covered by a Renewable Energy Service Contract with the Department of Energy.
Date of Approval by
Board of Directors		 Dec 14, 2023
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The acquisition of Catuiran will provide an opportunity for Cosco Capital, Inc. to engage in another profitable line of business while contributing to the country's economic development, which aligns with the government's thrust toward creating more sustainable energy sources.
Details of the acquisition or disposition
Date Mar 25, 2024
Manner

Cosco paid cash to Union Energy Corporation in exchange of 60% of its shareholdings in Catuiran. The total consideration is below 10% of Cosco's total book value as of December 31, 2023.
Description of the company to be acquired or sold

Catuiran Hydro Power Corporation was incorporated and registered with the Securities and Exchange Commission on April 20, 2012, and is primarily engaged in the business of building, constructing, operating and maintaining power plant.

Catuiran has developed and is operating an Eight Megawatts (8MW) Hydropower plant located in the Municipality of Naujan, Oriental Mindoro; which started actual operations in 2019. This project is covered by the Department of Energy (DOE) under a Renewable Energy Service Contract.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 360,000,003
Percentage to the total outstanding shares of the company subject of the transaction 60
Price per share P1.533
Nature and amount of consideration given or received

By cash; total amount is below 10% of Cosco's total book value as of December 31, 2023.
Principle followed in determining the amount of consideration

The amount of consideration determined on the basis of PE multiples of projected net income.
Terms of payment

One-time payment.
Conditions precedent to closing of the transaction, if any

The transaction was noted as not subject to compulsory notification by the Philippine Competition Commission.
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
Union Energy Corporation Mr. Lucio Co and Mrs. Susan Co (Cosco Capital Stockholders and Directors) beneficially own majority of the stocks of Union Energy Corporation.
Effect(s) on the business, financial condition and operations of the Issuer, if any

Cosco' acquisition of Catuiran will bring an additional profitable business operating segment to the Group.
Other Relevant Information

This disclosure is made to update the Company's disclosure dated December 19, 2024 via Circular No. C08804-2023, specifically providing details on the date of the closing of transaction, price per share, nature and amount of consideration and terms of payment. SEC Form 17-C for this disclosure is attached.
Filed on behalf by:
Name Candy Dacanay-Datuon
Designation Assistant Corporate Secretary / Compliance Officer