C08980-2023

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 additional shares in Sinocalan Solar Power Corp.

Background/Description of the Disclosure

The Company, ACEN CORPORATION ("ACEN"), signed a subscription contract with its wholly-owned subsidiary Sinocalan Solar Power Corp. (“SSPC”) for the additional subscription by ACEN to 70,800,387 Redeemable Preferred A Shares (“RPS A”) of SSPC for a total subscription price of Php708,003,870.00 (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 28, 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 SSPC for the development of the proposed ~60MWp solar power plant in San Manuel, Pangasinan.

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

Subscription to RPS A

Description of the company to be acquired or sold

SSPC is a special purpose vehicle for the development and operation of the proposed ~60MWp solar power plant in San Manuel, Pangasinan.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 70,800,387
Percentage to the total outstanding shares of the company subject of the transaction 24.8
Price per share P10.00
Nature and amount of consideration given or received

Initial payment of the Subscription Price in the amount of Php399,977,317.79.00. The balance of the Subscription Price shall be payable upon demand of SSPC with the approval of the SSPC’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 SSPC

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
Sinocalan Solar Power Corp. Wholly-owned subsidiary of ACEN
Effect(s) on the business, financial condition and operations of the Issuer, if any

Investment to be used for the development of the proposed ~60MWp solar power plant in San Manuel, Pangasinan

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.

This disclosure is in relation to Disclosure Report Nos. C07237-2022 posted on 29 September 2022, C08919-2022 posted on 1 December 2022, C09338-2022 posted on 19 December 2022, C00246-2023 posted on 10 January 2023, and C04662-2023 posted on 15 June 2023.

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