C02520-2024

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)
Apr 25, 2024
2. SEC Identification Number
0000091447
3. BIR Tax Identification No.
000-190-324-000
4. Exact name of issuer as specified in its charter
Semirara Mining and Power Corporation
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
2/F DMCI Plaza, 2281 Don Chino Roces Avenue, Makati City Postal Code 1231
8. Issuer's telephone number, including area code
632-88883000
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 4,250,547,620
11. Indicate the item numbers reported herein
9

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.

Semirara Mining and Power CorporationSCC

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

Acquisition of shares in Cemex Asian South East Corporation (“CASEC”), which owns 11.13% of CEMEX Holdings Philippines, Inc. (“CHP”), a publicly listed company.
Background/Description of the Disclosure

The Transaction involves the purchase of a total of 42,140,266 common shares (the “Sale Shares”) equivalent to 100% of the total outstanding and issued capital stock of Cemex Asian South East Corporation (the “Target” or “CASEC”) jointly by DMCI Holdings, Inc. (“DMC”), Semirara Mining and Power Corporation (“SCC”) and Dacon Corporation (“Dacon”) (collectively, the “Purchasers”) with the proportion set out below from CEMEX Asia B.V. (“Seller”):

(i) DMC shall purchase 23,915,631 Sale Shares;
(ii) SCC shall purchase 4,689,339 Sale Shares; and
(iii) Dacon shall purchase 13,535,296 Sale Shares.
Date of Approval by
Board of Directors		 Apr 25, 2024
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The acquisition of CASEC will enable SCC to access a new market for its fly ash and power capacity, and boost its coal sales to the fourth largest cement manufacturer in the Philippines.
Details of the acquisition or disposition
Date Apr 25, 2024
Manner

The Transaction shall be by way of acquisition by the Purchasers of the Sale Shares from the Seller. The Closing of the Transaction is subject to the approval by the Philippine Competition Commission (“PCC”).

As a result of the Transaction, the Purchasers are required to conduct a mandatory tender offer (MTO) of the shares of CHP held by its minority shareholders who hold 10.14% of the total issued and outstanding capital stock of CHP. The Purchasers agreed to designate Dacon Corporation to be the bidder in the MTO. The completion of the MTO will be subject to obtaining approval by the PCC.
Description of the company to be acquired or sold

CASEC is in the business of investment holding.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 4,689,339
Percentage to the total outstanding shares of the company subject of the transaction 11.13
Price per share US$7.25
Nature and amount of consideration given or received

The consideration shall be paid in cash upon Completion.
Principle followed in determining the amount of consideration

The consideration reflects the result of the negotiations and views on fair value of both Purchasers and Seller, having regard to various valuation methodologies and multiple cross-checks.
Terms of payment

Payment shall be in cash upon Completion
Conditions precedent to closing of the transaction, if any

Completion is subject to the following conditions:
1. PCC approval of the transaction
2. Conduct of a Mandatory Tender Offer over CHP shares and compliance with the SRC and the SRC IRR
3. Customary closing conditions
Any other salient terms

The purchase price shall take into consideration the movement in net debt and working capital from the time the definitive agreements are executed until Completion Date.
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
1. CEMEX Asia B.V No material relationship
Effect(s) on the business, financial condition and operations of the Issuer, if any

This acquisition will enable SCC to secure a market for its coal, generated electricity and fly ash.
Other Relevant Information

None
Filed on behalf by:
Name John Sadullo
Designation Vice President - Legal and Corporate Secretary