C04135-2023

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)
May 23, 2023
2. SEC Identification Number
39274
3. BIR Tax Identification No.
000-506-020-000
4. Exact name of issuer as specified in its charter
ACEN CORPORATION
5. Province, country or other jurisdiction of incorporation
Makati City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
35th Floor, Ayala Triangle Gardens Tower 2, Paseo de Roxas corner Makati Avenue, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(02) 7730 6300
9. Former name or former address, if changed since last report
N/A
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 39,677,394,773
11. Indicate the item numbers reported herein
Item 9 - Other Events

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.

ACEN CORPORATIONACEN

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Filing of Registration Statement with the Securities and Exchange Commission for the Shelf Registration of up to 50 million preferred shares and the proposed public offer and sale of up to 25 million of such preferred shares
Background/Description of the Disclosure

Further to Disclosure Report No. C01721-2023 posted on 8 March 2023 and Disclosure Report No. C02987-2023 posted on 24 April 2023, please be informed that today, 23 May 2023, the Company filed a Registration Statement with the Securities and Exchange Commission (“SEC”) in respect of the Company's shelf registration (the “Shelf Registration”) of up to Fifty Million (50,000,000) preferred shares with a par value of Php1.00 per preferred share (the “Preferred Shares”) to be offered in one or more tranches, which may be comprised of one or more series per tranche, at the discretion of the Company, under the securities program (the “Preferred Shares Program”), and the proposed public offer and sale of up to Twenty-Five Million (25,000,000) Preferred Shares comprising of up to Twelve Million Five Hundred Thousand (12,500,000) Preferred Shares with an oversubscription option of up to Twelve Million Five Hundred Thousand (12,500,000) Preferred Shares (the “Offer”) at an offer price of Php1,000.00 per Preferred Share (the “Offer Price”) in up to two (2) Series at the discretion of the Company, to be offered as the first tranche under the Company’s Preferred Shares Program. The Company has simultaneously submitted the corresponding Application for Listing of Stocks with The Philippine Stock Exchange, Inc.

A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, BUT HAS NOT YET BECOME EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR OFFERS TO BUY THEM BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT IS RENDERED EFFECTIVE. THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR BE CONSIDERED A SOLICITATION TO BUY.

This disclosure is for information purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or the laws of any state in the United States, and may not be offered or sold within the United States, absent registration or an exemption from the registration requirements of the U.S. Securities Act and applicable state laws. There is no intention to register any portion of the contemplated offering or any securities described herein in the United States or to conduct a public offering of securities in the United States.
Other Relevant Information

The preferred shares to be issued are non-voting. The Company has applied for the amendment of its Articles of Incorporation with the SEC to create preferred shares via the reclassification of 100 million unissued common shares into preferred shares, such amendment having been duly approved by the Company’s board and shareholders on 7 March 2023 and 24 April 2023, respectively. The Offer is conditioned on the receipt by the Company of such SEC approval.
Filed on behalf by:
Name Alan Ascalon
Designation Vice President/Asst. Corporate Secretary