C00493-2021

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)
Jan 22, 2021
2. SEC Identification Number
39274
3. BIR Tax Identification No.
000-506-020-000
4. Exact name of issuer as specified in its charter
AC 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
4th Floor, 6750 Office Tower, Ayala Avenue, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(02) 7730 6300
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 Shares 13,692,457,210
Amount of Debt Outstanding 3Q 2020 (in billions) 31.17
11. Indicate the item numbers reported herein
Item 9 - Other Matters

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

AC Energy Corporation’s (1) acquisition of shares in Solar Philippines Central Luzon Corporation (“SPCLC”) from Solar Philippines Power Project Holdings, Inc. ("SP"), and (2) subscription to shares in SPCLC.

Background/Description of the Disclosure

The Company signed the following:

a. Deed of Absolute Sale of Shares with SP for the acquisition by ACEN of two hundred forty-four thousand (244,000) common shares from SP in SPCLC (the “Sale Shares”) with a par value of Php1.00 per share for a total purchase price of Two Hundred Forty-Four Thousand Pesos (Php 244,000.00) (the “Purchase Price”).

b. Subscription Agreement with SPCLC for the subscription by ACEN to three hundred seventy-five thousand (375,000) common shares (the “Subscription Shares”) with a par value of Php1.00 per share or a total par value for a total subscription price of Three Hundred Seventy-Five Thousand Pesos (Php 375,000.00) (the “Subscription Price”), to be issued out of the unissued authorized capital stock ("ACS") of SPCLC.

Date of Approval by
Board of Directors
Jan 22, 2021
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The acquisition and subscription will allow ACEN to have a significant ownership interest in SPCLC and is meant to implement the joint venture between ACEN and SP for the development of solar power projects in the Philippines.

Details of the acquisition or disposition
Date Jan 22, 2021
Manner

Acquisition of secondary common shares from SP, and subscription to primary common shares in SPCLC

Description of the company to be acquired or sold

SPCLC is a special purpose vehicle for the development and operation of solar power projects.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 619,000
Percentage to the total outstanding shares of the company subject of the transaction 99
Price per share 1.00
Nature and amount of consideration given or received

Total Purchase Price of Php 244,000.00 for the 244,000 common shares payable on date of acquisition. Total Subscription Price of Php 375,000.00 for the 375,000 common shares

Principle followed in determining the amount of consideration

Purchase at par value for 244,000 common shares. Subscription at par value for 375,000 common shares

Terms of payment

Upon date of acquisition and subscription, full payment of the Purchase Price and the Subscription Price, respectively.

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
Solar Philippines Central Luzon Corporation None
Solar Philippines Power Project Holdings, Inc. None
Effect(s) on the business, financial condition and operations of the Issuer, if any

ACEN will have the opportunity to earn stable dividend income from the operations of the solar power projects.

Other Relevant Information

This disclosure was amended to include include the signing of the Subscription Agreement between ACEN and Solar Philippines Central Luzon Corporation dated 22 January 2021.

Filed on behalf by:
Name Alan Ascalon
Designation Vice President/ Asst. Corporate Secretary