C04579-2023

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)
Jun 7, 2023
2. SEC Identification Number
175222
3. BIR Tax Identification No.
242-603-734-000
4. Exact name of issuer as specified in its charter
Vivant Corporation
5. Province, country or other jurisdiction of incorporation
Mandaluyong City
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
9th Floor, Oakridge IT Center, Oakridge Business Park, A.S. Fortuna Street, Barangay Banilad, Mandaue City, Cebu Postal Code 6014
8. Issuer's telephone number, including area code
+63-332 234-2256; +63 32 234-2285
9. Former name or former address, if changed since last report
Not applicable
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 1,023,456,698
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.

Vivant CorporationVVT

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 additional shares in subsidiary by a wholly-owned subsidiary of Vivant Corporation.
Background/Description of the Disclosure

Vivant Energy Corporation (Vivant Energy) and Vivant Renewable Energy Corporation (VREC), wholly owned subsidiaries of publicly listed Vivant Corporation, are set to acquire 50% of the outstanding and issued shares and subscription rights of partner Gigawatt Power Inc. (GPI) in Culna Renewable Energy Corp. (CREC).

The transaction was approved by the respective Boards of Vivant Energy and VREC on May 17, 2023.

In addition to the acquisition of 2,192 issued common and preferred shares, VREC and Vivant Energy will acquire subscription rights over 10,310 common shares and 9,373 preferred shares of GPI in CREC.
Date of Approval by
Board of Directors		 May 17, 2023
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 a strategic investment that will allow Vivant to expand its investment in the off-grid areas and remote communities.

Vivant Energy is a wholly-owned subsidiary of Vivant Corporation holding the latter’s energy investment portfolio.

VREC is a wholly-owned subsidiary of Vivant Energy holding the latter’s renewable energy investment portfolio.
Details of the acquisition or disposition
Date Jun 1, 2023
Manner

Share purchase through the execution of a Share Sale and Purchase Agreement.
Description of the company to be acquired or sold

CREC is the project proponent for the construction and operation of hybrid facilities to supply Culion Island with a guaranteed dependable capacity of 1.96 MW and to supply Linapacan Island with guaranteed dependable capacity of 0.358 MW. The Culion Power Station will have a configuration of 2.42 MW Diesel Genset, 2.80 MWp Solar PV and a battery storage system while the Linapacan Power Station’s installed capacity will be composed of 540 kW Diesel Gensets and 325 kWp Solar PV.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 2,192
Percentage to the total outstanding shares of the company subject of the transaction 50
Price per share The transaction value is less than 1% of assets
Nature and amount of consideration given or received

40% of the purchase price was remitted to GPI by Vivant Energy.
Principle followed in determining the amount of consideration

The amount of the consideration was negotiated between the parties.
The transaction value is less than 1% of both the consolidated total assets and stockholders’ equity of Vivant Corporation.
Terms of payment

Full payment will be due upon issuance of the Certificate Authorizing Registration and fulfillment of all conditions precedent to complete the transaction.
Conditions precedent to closing of the transaction, if any

The usual conditions precedents applicable in this kind of transaction.
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
Gigawatt Power, Inc. Co-investor of subsidiary, Vivant Energy, in Culna Renewable Energy Corporation
Culna Renewable Energy Corporation Affiliate of subsidiary, Vivant Energy
Effect(s) on the business, financial condition and operations of the Issuer, if any

This transaction is expected to generate returns for Vivant Corporation’s shareholders.
Other Relevant Information

The date of Board Approval pertains to the approval by the subsidiaries, Vivant Energy and VREC.
The number of shares pertain to common and preferred shares.
Filed on behalf by:
Name Catherine Bringas
Designation Senior Assistant Vice President