This is with reference to ACE Enexor, Inc.’s (“ACEX” or the “Company”) disclosure under Company Announcement No. C08736-2021 dated December 31, 2021.
In the said disclosure, the Company reported that:
“. . . on 29 December 2021, ACE Enexor, Inc. (PSE:ACEX) and AC Energy Corporation (PSE:ACEN) signed the Deed of Assignment wherein ACEX will issue 339,076,058 shares of stock in the Company (the ‘Shares’) to ACEN at an issue price of Php10.00 per share in exchange for the following properties of ACEN: (a) 3,064,900 common shares in Palawan55 Exploration & Production Corporation (‘Palawan55’) with a par value of Php100.00 per share, comprising 30.65% of the issued and outstanding shares in Palawan55; (b) 6,000,000 common shares in Bulacan Power Generation Corporation (’BPGC’) representing 100% of the issued and outstanding shares in BPGC; (c) 6,351,000 common shares in CIP II Power Corporation (‘CIPP’) with a par value of Php50.00 per share representing 100% of the issued and outstanding shares in CIPP; (d) 3,600,000 redeemable preferred shares in Ingrid3 Power Corp., (’Ingrid3’), a special purpose vehicle for the development of a new power project, with a par value of Php1.00 per share, representing 100% of the issued and outstanding redeemable preferred shares in Ingrid 3; and (e) 33,493,366 common shares in One Subic Power Generation Corporation (‘OSPGC’) with a par value of Php1.00 per share representing 17.13% of the issued and outstanding shares in OSPGC.”
After a review of the Company’s disclosure, the Exchange, in the exercise of its functions as a self-regulatory organization, has determined that the foregoing transaction is covered by the Exchange’s Rules on Backdoor Listing (the “Backdoor Listing Rule”). Said determination is anchored on the acquisition by a listed company (i.e. ACEX) of unlisted companies, resulting in a substantial change in its business upon completion of the transaction. Currently, ACEX is engaged in oil and gas exploration. As a result of the foregoing transaction, power generation business/assets will be infused into ACEX. Under the Backdoor Listing Rule, “(a) backdoor listing is deemed to occur when a listed company acquires or merges or combines with an unlisted company, or when a listed company is acquired by, merged or combined with an unlisted company, and which acquisition, merger, or combination results in a substantial change in the business, membership of the board of directors, or voting structure of the listed company.”
Pursuant to the Backdoor Listing Rule, the trading of the Company’s shares will be suspended effective at 9:00 a.m. today, January 3, 2022, pending the Company’s compliance with the comprehensive corporate disclosure requirement set forth in the said rule. Further, the Company will be required to comply with all applicable rules and regulations for backdoor listing transactions.
The Exchange will inform the Trading Participants and the investing public of further developments on the matter.
For your information and guidance. |
NOTICE