C08975-2023 |
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 shares in Giga Ace 6, Inc. |
Background/Description of the Disclosure |
The Company, ACEN CORPORATION ("ACEN"), signed a subscription contract with its wholly-owned subsidiary Giga Ace 6, Inc. (the “SPV”) for the additional subscription by ACEN to 799,479,168 Common A Shares and 7,162,304 Redeemable Preferred A Shares (“RPS A”) of the SPV for a total subscription price of Php7,961,783,168.00 (the “Subscription Price”), to be issued out of the increase of the SPV’s authorized capital stock ("ACS"). |
Date of Approval by Board of Directors |
Sep 4, 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 Subscription Price will be used by the SPV for the proposed development of a 335 MW onshore wind power project to be located in the provinces of Laguna and Quezon. |
Date | Dec 27, 2023 |
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Manner |
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Subscription to Common A Shares and RPS A |
Description of the company to be acquired or sold |
Giga Ace 6, Inc. is a special purpose vehicle for the proposed development of a 335 MW onshore wind power project to be located in the provinces of Laguna and Quezon. |
Number of shares to be acquired or disposed | 806,641,472 |
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Percentage to the total outstanding shares of the company subject of the transaction | 95 |
Price per share | P1.00–Common A; P1,000.00–RPS A |
Nature and amount of consideration given or received |
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Initial payment of the Subscription Price in the amount of Php2,425,000,000.00. The balance of the Subscription Price shall be payable upon demand of the SPV with the approval of the SPV's Board of Directors. |
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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Giga Ace 6, Inc. | Wholly-owned subsidiary of ACEN |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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Additional investment in a wholly-owned subsidiary |
Other Relevant Information |
The number of additional shares acquired is composed of 799,479,168 Common A Shares and 7,162,304 RPS A to be issued out of the increase in the SPV's ACS. |
Name | Alan Ascalon |
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Designation | Vice President/Asst. Corporate Secretary |