C08979-2023 |
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 Santa Cruz Solar Energy Inc. |
Background/Description of the Disclosure |
The Company, ACEN CORPORATION ("ACEN"), signed a subscription contract with its wholly-owned subsidiary Santa Cruz Solar Energy Inc. (the “SPV”) for the additional subscription by ACEN to 13,058,894 Common A Shares, and 117,530,048 Redeemable Preferred A Shares (“RPS A”) of the SPV for a total subscription price of Php1,305,889,420.00 (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 |
Jul 25, 2022 |
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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 will be used by the SPV to fund continuing works for the construction of the San Marcelino Solar Energy Power Plant Project (Phases 1 and 2). |
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 |
Santa Cruz Solar Energy Inc. is developing the San Marcelino Solar Energy Power Plant Project located in San Marcelino, Zambales. |
Number of shares to be acquired or disposed | 130,588,942 |
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Percentage to the total outstanding shares of the company subject of the transaction | 6.36 |
Price per share | P10.00–Common A; P10.00–RPS A |
Nature and amount of consideration given or received |
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Full payment of the Subscription Price |
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 |
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 |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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Santa Cruz Solar Energy 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 13,058,894 Common A Shares, and 117,530,048 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 |