C08977-2023

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)
Dec 27, 2023
2. SEC Identification Number
39274
3. BIR Tax Identification No.
000-506-020-000
4. Exact name of issuer as specified in its charter
ACEN CORPORATION
5. Province, country or other jurisdiction of incorporation
Makati City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
35th Floor, Ayala Triangle Gardens Tower 2, Paseo de Roxas corner Makati Avenue, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(02) 7730 6300
9. Former name or former address, if changed since last report
N/A
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 39,677,394,773
Series A Preferred Shares 8,341,500
Series B Preferred Shares 16,658,500
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.

ACEN CORPORATIONACEN

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

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
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The Subscription Price will be used by the SPV for development activities relating to renewable energy projects in the Philippines.

Details of the acquisition or disposition
Date Dec 27, 2023
Manner

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.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 2,400,000
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

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

Subject to the necessary regulatory approvals from the Securities and Exchange Commission (“SEC”) on the increase in ACS of the SPV

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
Gigasol1, Inc. Wholly-owned subsidiary of ACEN
Effect(s) on the business, financial condition and operations of the Issuer, if any

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.

Filed on behalf by:
Name Alan Ascalon
Designation Vice President/Asst. Corporate Secretary