C08977-2023 |
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 Gigasol1, Inc. |
Background/Description of the Disclosure |
The Company, ACEN CORPORATION ("ACEN"), signed a subscription contract with its wholly-owned subsidiary Gigasol1, Inc. (the “SPV”) for the subscription by ACEN to 2,400,000 Redeemable Preferred Shares (“RPS”) of the SPV for a total subscription price of Php240,000,000.00 (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 |
May 18, 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 development activities relating to renewable energy projects in the Philippines. |
Date | Dec 27, 2023 |
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Manner |
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Subscription to RPS |
Description of the company to be acquired or sold |
Gigasol1, Inc. is a special purpose vehicle for the development of renewable energy projects in the Philippines. |
Number of shares to be acquired or disposed | 2,400,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 37.5 |
Price per share | P100.00 |
Nature and amount of consideration given or received |
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Initial payment of the Subscription Price in the amount of Php120,000,000.00. 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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Gigasol1, 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 figure under “Percentage to the total outstanding shares of the company subject of the transaction” assumes SEC approval of application for increase in ACS. |
Name | Alan Ascalon |
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Designation | Vice President/Asst. Corporate Secretary |