C03478-2023 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common Shares | 39,677,394,773 |
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Subject of the Disclosure |
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Subscription by the Company to additional shares in Natures Renewable Energy Devt. (NAREDCO) Corporation (“NAREDCO”) |
Background/Description of the Disclosure |
The Company signed today a subscription agreement with "NAREDCO for the subscription by the Company to (a) 66,470 Redeemable Preferred Shares A (“RPS A”) with a par value of Php2,820.51 per share or an aggregate par value of Php187,479,299.70, and (b) 48,350 Redeemable Preferred Shares C (“RPS C”) with a par value of Php2,585.55 per share or an aggregate par value of Php125,011,342.50 in NAREDCO. |
Date of Approval by Board of Directors |
Sep 28, 2022 |
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Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
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The Subscription Price will be used by NAREDCO to fund the development of the 133MWdc Cagayan North Solar Power Plant Project (Phase 1) in Lal-lo, Cagayan. |
Date | May 4, 2023 |
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Manner |
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Additional Subscription to RPS A and RPS C |
Description of the company to be acquired or sold |
NAREDCO is a special purpose vehicle for the development of the Cagayan North Solar Power Project, ACEN’s joint venture project with Cleantech Renewable Energy 4 Corp. |
Number of shares to be acquired or disposed | 114,820 |
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Percentage to the total outstanding shares of the company subject of the transaction | 7.95 |
Price per share | Php2,820.51 – RPS A; Php2,585.55 - RPS C |
Nature and amount of consideration given or received |
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Total Subscription Price of Php 312,498,322.20 |
Principle followed in determining the amount of consideration |
Subscription at par value |
Terms of payment |
Cash |
Conditions precedent to closing of the transaction, if any |
Full payment of the Subscription Price |
Any other salient terms |
None |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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Natures Renewable Energy Devt (NAREDCO) Corporation | None |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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Investment to be used for the development of the Cagayan North Solar Power Project (Phase 1). |
Other Relevant Information |
The 114,820 shares acquired is composed of (a) 66,470 RPS A, and (b) 48,350 RPS C to be issued out of the increase in NAREDCO's authorized capital stock. |
Name | Alan Ascalon |
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Designation | Vice President/Asst. Corporate Secretary |