C08979-2023

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

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).

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

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.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 130,588,942
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

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

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
Santa Cruz Solar Energy 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 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.

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.

This disclosure is related to Disclosure Report No. C02389-2023 dated 30 March 2023. The San Marcelino Solar Energy Power Plant Project was the subject of earlier disclosure report nos. C02504-2021 dated 20 April 2021, C05346-2021 dated 5 August 2021, C07270-2021 dated 2 November 2021, C08723-2021 dated 29 December 2021, C02832-2022 dated 26 April 2022, and C05541-2022 dated 26 July 2022.

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