C07927-2021

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)
Nov 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 38,225,838,177
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

Acquisition by ACEN of additional interest in Northwind Power Development Corporation (“Northwind”)
Background/Description of the Disclosure

On 18 October 2021, the Board of Directors approved the acquisition by the Company of the 32.2% ownership interest of the minority stockholders of Northwind (the “NW Founders”) for up to Php1.093 billion.

Moreover, the Board of Directors approved the issuance of up to 90 million common shares to the owners, affiliate, and/or partners of the NW Founders at up to Php11.32 per share (subject to adjustments), and subject to agreed conditions precedent and applicable regulatory approvals.

On 12 November 2021, the Company and the NW Founders signed a Share Purchase Agreement for the transaction, while the Deed of Sale / Subscription Agreement was subsequently executed on 15 November 2021.

The issuance of the ACEN common shares to the owners, affiliate, and/or partners of the NW Founders and the listing of such shares will be taken up for approval by the ACEN stockholders on 15 December 2021.

This disclosure is amended today, 22 November 2021 to reflect the parties’ execution of the transaction documents.
Date of Approval by
Board of Directors		 Oct 18, 2021
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 enable the Company to have full ownership and control of Northwind, of which the Company currently owns 67.8% of the outstanding capital stock.
Details of the acquisition or disposition
Date Nov 15, 2021
Manner

Payment in cash subject to agreed conditions precedent and required consents and regulatory approvals, and subject to execution of definitive documentation.
Description of the company to be acquired or sold

Northwind owns and operates the 52 MW wind farm in Bangui, Ilocos Norte. It is currently owned by the Company, together with its subsidiaries ACE Renewables Philippines, Inc and Viage Corporation (with combined ownership of 67.8%), with the remaining 32.2% being owned by the NW Founders.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 1,174,614
Percentage to the total outstanding shares of the company subject of the transaction 32.2
Price per share 867.35
Nature and amount of consideration given or received

Php1,018.8 million
Principle followed in determining the amount of consideration

Consideration is the result of negotiation between the parties taking into account the valuation of Northwind when the Company’s parent company, AC Energy and Infrastructure Corporation, infused its Philippine assets into the Company in exchange for additional ACEN common shares back in 2019.
Terms of payment

Cash
Conditions precedent to closing of the transaction, if any

Definitive documentation

Stockholders’ approval (for the issuance and listing of the ACEN common shares to the owners, affiliates, and/or partners of the NW Founders)
Any other salient terms

-
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
Niels Jacobsen None
Ferdinand A. Dumlao None
Jose Ildebrando B. Ambrosio None
Spouses Louis and Laura Baui Mr. Baui is VP for Finance of the Company but he is already retiring effective 31 October 2021.
Kresten B. Jacobsen None
Kia Jacobsen None
Effect(s) on the business, financial condition and operations of the Issuer, if any

The transaction will have minimal effect on the ownership and capital structure of the Company. Upon completion of the issuance of up to 90 million ACEN common shares to the NW Founders, the latter will collectively own ~0.23% of the resulting outstanding capital stock of the Company.

The completion of the transaction will enable the Company to have full ownership and control of the 52 MW wind farm.
Other Relevant Information

The interest which directors of the parties to the transaction have in the transaction, if any: the Company’s directors have no interest in the transaction.

Steps to be taken, if any, to safeguard the interests of any independent shareholders: The issuance and listing of the ACEN common shares shall be presented to the Company’s stockholders for approval on 15 December 2021.
Filed on behalf by:
Name Alan Ascalon
Designation Vice President/ Asst. Corporate Secretary