C02522-2024

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
-
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 4-31 - Press Release References: SRC Rule 17 (SEC Form 17-C)
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Consunji Group and CEMEX Asia B.V.
sign agreement for Cemex Asian South East Corporation

Background/Description of the Disclosure

PRESS RELEASE
April 25, 2024


Consunji Group and CEMEX Asia B.V.
sign agreement for Cemex Asian South East Corporation

DMCI Holdings, Inc. (DMC), Dacon Corporation and Semirara Mining and Power Corporation (SCC) have signed a share purchase agreement with CEMEX Asia B.V. to acquire its entire holding of 42,140,266 common shares in Cemex Asian South East Corporation (CASEC).

DMC is set to acquire a 56.75% stake in CASEC, comprising 23,915,631 shares, while Dacon will secure 32.12% of the shares, totaling 13,535,296. SMPC will purchase the remaining 11.13% or 4,689,339 shares.

CASEC is the majority owner of Cemex Holdings Philippines, Inc. (CHP), the fourth largest cement manufacturer in the country, with 89.86% equity interest.

“Cement manufacturing will be a good, strategic addition to our business portfolio. We can leverage our group's expertise and create new revenue streams from this acquisition,” said DMCI Holdings, Dacon and SMPC chairman Isidro A. Consunji.

The share purchase agreement between the Consunji Group and CEMEX Asia B.V. sets a purchase price of US$305.6 million for the acquisition. The price is subject to customary closing adjustments based on CHP’s estimated working capital, cash and debt levels as of the closing date.

The transaction is expected to close before the end of the year, contingent on key conditions.

These include, but are not limited to, securing clearance from the Philippine Competition Commission, and completing a mandatory tender offer (MTO) to the minority shareholders of CHP.

Dacon has been appointed as the bidder for the MTO to acquire the remaining 10.14% of the total issued and outstanding capital stock of CHP.


About DMCI Holdings

DMCI Holdings is the only publicly listed holding company in the Philippines that has construction as its core competency. Its diverse portfolio includes leading enterprises in construction, real estate, integrated energy, off-grid power, nickel mining and water services.

About Dacon Corporation

The privately held company of the Consunji family, Dacon Corporation is majority owner of diversified engineering conglomerate DMCI Holdings, Inc.

About Semirara Mining and Power Corporation

Semirara Mining and Power Corporation is the only vertically-integrated power generator in the country that runs on its own fuel. The largest domestic coal producer, it supplies affordable fuel to power plants, cement factories and other industrial facilities across the Philippines.

About CASEC

CASEC holds approximately 89.86% of the outstanding shares of Cemex Holdings Philippines, Inc. (CHP), a leading vertically integrated heavy building materials company focused on four core businesses—Cement, Ready-Mix Concrete, Aggregates, and Urbanization Solutions.


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Other Relevant Information

In accordance with SEC Notice issued on March 17, 2020. Attached herewith is SEC 17-C for your reference.

Filed on behalf by:
Name John Sadullo
Designation Vice President - Legal and Corporate Secretary