C08980-2023 |
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 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 |
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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 SSPC for the development of the proposed ~60MWp solar power plant in San Manuel, Pangasinan. |
Date | Dec 27, 2023 |
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Manner |
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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. |
Number of shares to be acquired or disposed | 70,800,387 |
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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 |
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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 |
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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Sinocalan Solar Power Corp. | Wholly-owned subsidiary of ACEN |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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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. |
Name | Alan Ascalon |
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Designation | Vice President/Asst. Corporate Secretary |