AC Energy : Acquisition or Disposition of Shares of Another Corporation
February 15, 2022 at 06:17 am IST
Share
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) Feb 14, 20222. SEC Identification Number 392743. BIR Tax Identification No. 000-506-020-0004. Exact name of issuer as specified in its charter AC Energy Corporation5. Province, country or other jurisdiction of incorporation Makati City, Philippines6. 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 CityPostal Code12268. Issuer's telephone number, including area code (02) 7730 63009. Former name or former address, if changed since last report N/A10. 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
38,315,838,177
11. Indicate the item numbers reported herein N/A
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.
AC Energy 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 shares in Buendia Christiana Holdings Corp.
Background/Description of the Disclosure
The Company, AC Energy Corporation ("ACEN"), signed a subscription agreement with its subsidiary, Buendia Christiana Holdings Corp. ("BCHC"), for the subscription by ACEN to 3,015,000 common shares and 16,985,000 redeemable preferred shares ("RPS").
Date of Approval by
Board of Directors
Aug 18, 2020
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
The additional capital will be used by BCHC to purchase real property required for various potential power projects.
Details of the acquisition or disposition
Date
Feb 14, 2022
Manner
Subscription to common shares and RPS
Description of the company to be acquired or sold
BCHC is a subsidiary of ACEN, and is a special purpose vehicle, which will own land for the Company's development projects.
The terms and conditions of the transaction
Number of shares to be acquired or disposed
20,000,000
Percentage to the total outstanding shares of the company subject of the transaction
60
Price per share
Php 100.00 - common; Php 100.00 - RPS
Nature and amount of consideration given or received
Total Subscription Price of Php 2 billion.
Principle followed in determining the amount of consideration
Subscription at par value
Terms of payment
Php1 billion initial payment, the balance upon the capital call of BCHC.
Conditions precedent to closing of the transaction, if any
Full payment of the Subscription Price
Subject to the necessary regulatory approval by the SEC of the increase in authorized capital stock of BCHC to Php5 billion pesos, to be filed after approval of BCHC's current application for increase in authorized capital from Php 342.5 Million to Php1.34 billion.
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
Buendia Christiana Holdings Corp.
A subsidiary of the Company
Effect(s) on the business, financial condition and operations of the Issuer, if any
Additional investment in the Company's subsidiary, to be used for the Company's future projects
Other Relevant Information
The figure under "Percentage to the total outstanding shares of the company subject of the transaction" assumes SEC approval of the increase in BCHC's authorized capital stock from Php1.34 billion to Php5 billion. BCHC has a pending application for increase in capital stock from Php 342.5 Million to Php1.34 billion.
The 20,000,000 shares to be acquired is made up of 3,015,000 common shares and 16,985,000 RPS.
Filed on behalf by:
Name
Alan Ascalon
Designation
Vice President/ Asst. Corporate Secretary
Attachments
Original Link
Original Document
Permalink
Disclaimer
AC Energy Corporation published this content on 15 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 February 2022 00:46:02 UTC.
ACEN Corporation is a Philippines-based company, which is engaged in power generation and trading, oil and mineral exploration, development and production. It organized into three business units. Philippines business unit includes Retail Electricity Supply (RES) or Commercial Operations (CO); Renewables, which is engaged in generation, transmission, distribution and supply of electricity using renewable sources, such as solar, wind and geothermal resources; Thermal, which is engaged in generation, transmission, distribution and supply of electricity using conventional way of energy generation; Project development; Leasing; bulk water supply; and Petroleum and exploration. International business unit represents the operations of ACRI, which is the holding company for all offshore investments. Parent and Others business unit represents operations of the Parent Company (excluding RES/CO) and ACE Shared Services, Inc. This also includes interest expense incurred by ACEN Finance Limited.