C08114-2021

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)
Dec 2, 2021
2. SEC Identification Number
175222
3. BIR Tax Identification No.
242-603-734-000
4. Exact name of issuer as specified in its charter
Vivant Corporation
5. Province, country or other jurisdiction of incorporation
Mandaluyong City
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
9th Floor, Oakridge IT Center 3, Oakridge Business Park, A.S. Fortuna Street, Barangay Banilad, Mandaue City, Cebu Postal Code 6014
8. Issuer's telephone number, including area code
(032) 234-2256; (032) 234-2285
9. Former name or former address, if changed since last report
Not applicable
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 shares 1,023,456,698
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.

Vivant CorporationVVT

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

Disposition of shares by subsidiaries.
Background/Description of the Disclosure

Sale by Vivant Energy Corporation (Vivant Energy) and its wholly-owned subsidiary Vivant Renewable Energy Corp.’s (VREC) of its shares in Sabang Renewable Energy Corp. (SREC) to Maharlika Clean Power Holdings Corp.

Vivant Corporation was given notice by its wholly-owned subsidiary, Vivant Energy, of the sale of Vivant Energy and VREC’s 30% ownership in SREC equivalent to 11,250 common shares and 33,750 preferred shares.

SREC owns and operates a hybrid power generation facility in Bgy. Cabayugan, Puerto Princesa City and is responsible for distributing the electricity produced by the power plant to its consumers through its 14 km line under a Qualified Third-Party (QTP) Subsidy and Service Agreement with the National Power Corporation (NPC) and the Department of Energy (DOE).
Date of Approval by
Board of Directors		 Oct 20, 2020
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The disposition will allow the subsidiaries to focus on other investment opportunities.
Details of the acquisition or disposition
Date Nov 5, 2021
Manner

By signing the Deed of Absolute Sale of Shares of Stock.
Description of the company to be acquired or sold

SREC owns and operates a hybrid power generation facility in Bgy. Cabayugan, Puerto Princesa City and is responsible for distributing the electricity produced by the power plant to its consumers through its 14 km line under a Qualified Third-Party (QTP) Subsidy and Service Agreement with the National Power Corporation (NPC) and the Department of Energy (DOE).
The terms and conditions of the transaction
Number of shares to be acquired or disposed 45,000
Percentage to the total outstanding shares of the company subject of the transaction 30
Price per share Php738.34
Nature and amount of consideration given or received

Php33,225,512.50 cash. This amount is the consideration for the combination of common and preferred shares.
Principle followed in determining the amount of consideration

The selling price was an approximate return on what was invested, as of the time of the sale.
Terms of payment

Upon issuance of the Certificate Authorizing Registration, payment will be due.
Conditions precedent to closing of the transaction, if any

1. Parties to secure consent of Development Bank of the Philippines pursuant to the Omnibus Loan Agreement;
2. the Certificate of Compliance of the facility is secured from ERC
3. No change in circumstances of the parties other than the Covid19 Pandemic which has had, or could reasonably be expected to have a material adverse effect to the sale;
4. Each of the representations and warranties made by each of the Parties remain true and correct in all material respects as at the time of signing until Closing;
5. No order, claim, or proceeding has been instituted or threatened which will make the sale, or any of its implementing deeds, illegal or otherwise prohibited.
6. Each of the Parties have caused their respective nominee directors to execute Deeds of Assignment of Shares to transfer the qualifying shares held by them to the nominees of the Buyer;
7. Shareholder advances, if any, shall be paid by SREC to the Sellers; - - advances was around 6Mn
8. Shareholders shall have paid remaining unpaid subscriptions;
9. Updating of entries in the STB; cancel and replace with the correctly issued Stock Certificates covering those subscriptions that have previously been fully paid, and (3) issue Stock Certificates for all other issued and outstanding shares in SREC.
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
Maharlika Clean Power Holdings, Corp. None
Effect(s) on the business, financial condition and operations of the Issuer, if any

No material effect is expected.
Other Relevant Information

The "Date of Approval by Board of Directors" indicated above, refers to the date of approval by the subsidiaries.
Filed on behalf by:
Name Minuel Carmela Franco
Designation Vice President for Finance and Treasury