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 20, 2016

2. SEC Identification Number

069039274

3. BIR Tax Identification No.

000506020

4. Exact name of issuer as specified in its charter

PHINMA Energy Corporation

5. Province, country or other jurisdiction of incorporation

Makati City, Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

Level 11, Phinma Plaza, 39 Plaza Drive, Rockwell Center, Makati City Postal Code 1200

8. Issuer's telephone number, including area code

632 8700 100

9. Former name or former address, if changed since last report

Trans-Asia Oil and Energy Development Corporation

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	4,885,897,908

11. Indicate the item numbers reported herein

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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.

PHINMA Energy CorporationPHEN

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
Sale of shares by PHINMA Energy Corporation to Axia Power
Background/Description of the Disclosure
Sale of 5 % shareholdings in Southern Luzon Thermal Energy Corporation (SLTEC) owned by PHINMA Energy Corporation (“PHINMA Energy”) to Axia Power Holdings Philippines Corporation (Axia Power)

Date of Approval by Board of Directors	Dec 20, 2016

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
The transaction will add a strong strategic partner with global power interest.

Details of the acquisition or disposition

Date	Dec 20, 2016

Manner
1,791,513 Common Shares and 1,791,513 Preferred Shares
Description of the company to be acquired or sold
SLTEC owns and operates a 2 X 135-MW thermal power plant in Calaca, Batangas that caters to the power requirements of Luzon.

The terms and conditions of the transaction

Number of shares to be acquired or disposed	3,583,026
Percentage to the total outstanding shares of the company subject of the transaction	5
Price per share	234.93

Nature and amount of consideration given or received
Cash- PHP 841,770,555.26
Principle followed in determining the amount of consideration
Present Value of the Company’s assets was determined based on its useful life, expected revenues from long term energy contracts, expected energy output taking into account plant availability, adjusted by the amount of net working capital and net debt.
Terms of payment
Cash
Conditions precedent to closing of the transaction, if any
None
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
Axia Power Holdings Philippines Corporation	None

Effect(s) on the business, financial condition and operations of the Issuer, if any
The transaction will bring in additional cash to the Issuer while it retains significant shareholdings in the Company. PHINMA Energy will become the single largest shareholder of SLTEC while it continues to have full control of the output of SLTEC. With Axia Power , SLTEC becomes more technically and financially capable to undertake larger projects in the near future.
Other Relevant Information
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