C07445-2023

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)
Oct 12, 2023
2. SEC Identification Number
PW-102
3. BIR Tax Identification No.
000-101-528-000
4. Exact name of issuer as specified in its charter
Manila Electric Company
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Lopez Building, Ortigas Avenue, Barangay Ugong, Pasig City Postal Code 1605
8. Issuer's telephone number, including area code
0286328014
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 Stock 1,127,098,705
Debt Securities (Bonds in Billions Php) 7
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.

Manila Electric CompanyMER

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

MGREEN signs agreement with SP New Energy Corporation
Background/Description of the Disclosure

Please be informed that MGen Renewable Energy Inc. (“MGREEN”), the renewable energy development platform of Meralco Powergen Corporation (“MGEN”), announced that it has agreed with SP New Energy Corporation (“SPNEC”) and with its parent, Solar Philippines Power Project Holdings, Inc (“SPH”), to invest Pesos 15.9 billion to subscribe to 15.7 billion common shares and 19.4 billion redeemable preferred voting shares in SPNEC. To enable the investment, SPNEC will file its application for an increase in authorized capital stock. The fresh injection of capital by MGreen will fund the construction and expansion of its solar projects.

Upon closing, MGreen’s common and preferred voting shares will make MGreen the controlling shareholder of SPNEC with a total voting interest of 50.5%.

MGen is a wholly-owned subsidiary of the Manila Electric Company (“Meralco”), the country’s largest private sector electric distribution utility company.

For more information, please refer to attached press release.
Date of Approval by
Board of Directors		 Oct 6, 2023
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

This transaction will significantly contribute and increase the renewable energy capacity of MGreen.
Details of the acquisition or disposition
Date Oct 12, 2023
Manner

MGen Renewable Energy Inc. (“MGREEN”) agreed with SP New Energy Corporation (“SPNEC”) and with its parent, Solar Philippines Power Project Holdings, Inc (“SPH”), to invest Pesos 15.9 billion to subscribe to 15.7 billion common shares and 19.4 billion redeemable preferred voting shares in SPNEC
Description of the company to be acquired or sold

SPNEC is an integrated developer, owner, and operator of solar power projects listed in the Philippine Stock Exchange, which is currently majority-owned by SPH.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 15,894,000,000
Percentage to the total outstanding shares of the company subject of the transaction 50.5
Price per share 1
Nature and amount of consideration given or received

PhP 15.9 Billion and still subject to certain conditions precedents required before the closing
Principle followed in determining the amount of consideration

Equity subscription
Terms of payment

Cash transaction
Conditions precedent to closing of the transaction, if any

Subject to certain conditions precedents required before the closing including the filing of SPNEC for an increase in authorized capital stock
Any other salient terms

N/A
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
SP New Energy Corporation Not applicable
Effect(s) on the business, financial condition and operations of the Issuer, if any

At this time, the transaction will have no substantial effect on the business, financial condition and operations of the Company.
Other Relevant Information

The Board Meeting approval pertains to MGREEN.
Filed on behalf by:
Name Jocelyn Villar-Altamira
Designation Senior Assistant Vice President and Head, Corporate Governance and Compliance