C01758-2024 |
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 ACEN to shares in North Luzon Renewable Energy Corp. |
Background/Description of the Disclosure |
ACEN CORPORATION ("ACEN"), signed a subscription contract with North Luzon Renewable Energy Corp. (“NLR”) for the additional subscription by ACEN to 49,540 Redeemable Preferred Shares C (“Preferred C”) at par value of Php10,000.00 per Preferred C of NLR, for a total subscription price of Php495,400,000.00 (the “Subscription Price”), to be issued out of the increase of NLR’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 Price will be used as additional funding for the construction and completion of the 70MW wind farm in Pagudpud, Ilocos Norte |
Date | Mar 25, 2024 |
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Manner |
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Subscription to Preferred C |
Description of the company to be acquired or sold |
NLR is a joint venture company between ACEN and Diamond Generating Asia Ltd. (“DGA”), a subsidiary of Mitsubishi Corporation. NLR wholly owns Amihan Renewables Energy Corp., which owns the 70MW wind farm in Pagudpud, Ilocos Norte. |
Number of shares to be acquired or disposed | 49,540 |
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Percentage to the total outstanding shares of the company subject of the transaction | 28.13 |
Price per share | Php10,000.00 |
Nature and amount of consideration given or received |
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Initial payment of the Subscription Price in the amount of Php304,000,000.00. |
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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North Luzon Renewable Energy Corp. | Joint venture company between ACEN and DGA |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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Additional investment in a 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. |
Name | Alan Ascalon |
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Designation | Vice President/Asst. Corporate Secretary |