C08694-2023 |
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 | |
Series A Preferred Shares | 8,341,500 | |
Series B Preferred Shares | 16,658,500 |
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Subject of the Disclosure |
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Subscription by the Company to additional shares in Belenos Energy Corporation (“Belenos”) |
Background/Description of the Disclosure |
The Company signed today a Subscription Agreement with Belenos for the subscription by the Company to (i) Twenty-two Million Three Hundred Twenty Five Thousand (22,325,000) Common Shares with a par value of One Peso (Php1.00) per share or a total par value of Twenty-two Million Three Hundred Twenty Five Thousand (Php22,325,000.00),and (ii) Two Hundred Million Nine Hundred Twenty Five Thousand (200,925,000) Redeemable Preferred Shares (“RPS”) with a par value of One Pesos (Php1.00) per share or a total par value of Two Hundred Million Nine Hundred Twenty Five Thousand Pesos (Php200,925,000.00), to be issued out of the increase in authorized capital stock of Belenos. |
Date of Approval by Board of Directors |
Jul 10, 2023 |
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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 acquisition will allow ACEN to have a significant ownership in Belenos and is meant to implement Belenos’ investment into a potential renewable energy project. |
Date | Dec 13, 2023 |
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Manner |
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Additional subscription to Common Shares and RPS |
Description of the company to be acquired or sold |
Belenos is a special purpose vehicle for development projects in the Philippines. |
Number of shares to be acquired or disposed | 223,250,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 99 |
Price per share | P1.00 - Common; P1.00 - RPS |
Nature and amount of consideration given or received |
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Total Subscription Price of Php223,250,000.00, with initial payment of Php25,000,000.00. |
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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Belenos Energy Corporation | Subsidiary of the Company |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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Investment to be used for Belenos’ investment into a potential renewable energy project. |
Other Relevant Information |
This disclosure is in relation to Disclosure Report Nos. C05327-2023 dated 11 July 2023. |
Name | Alan Ascalon |
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Designation | Vice President/Asst. Corporate Secretary |