C00854-2022 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 38,315,838,177 |
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Subject of the Disclosure |
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Subscription by the Company to shares in Buendia Christiana Holdings Corp. |
Background/Description of the Disclosure |
The Company, AC Energy Corporation ("ACEN"), signed a subscription agreement with its subsidiary, Buendia Christiana Holdings Corp. ("BCHC"), for the subscription by ACEN to 3,015,000 common shares and 16,985,000 redeemable preferred shares (“RPS”). |
Date of Approval by Board of Directors |
Aug 18, 2020 |
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Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
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The additional capital will be used by BCHC to purchase real property required for various potential power projects. |
Date | Feb 14, 2022 |
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Manner |
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Subscription to common shares and RPS |
Description of the company to be acquired or sold |
BCHC is a subsidiary of ACEN, and is a special purpose vehicle, which will own land for the Company’s development projects. |
Number of shares to be acquired or disposed | 20,000,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 60 |
Price per share | Php 100.00 - common; Php 100.00 - RPS |
Nature and amount of consideration given or received |
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Total Subscription Price of Php 2 billion. |
Principle followed in determining the amount of consideration |
Subscription at par value |
Terms of payment |
Php1 billion initial payment, the balance upon the capital call of BCHC. |
Conditions precedent to closing of the transaction, if any |
Full payment of the Subscription Price |
Any other salient terms |
None |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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Buendia Christiana Holdings Corp. | A subsidiary of the Company |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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Additional investment in the Company’s subsidiary, to be used for the Company’s future projects |
Other Relevant Information |
The figure under “Percentage to the total outstanding shares of the company subject of the transaction” assumes SEC approval of the increase in BCHC’s authorized capital stock from Php1.34 billion to Php5 billion. BCHC has a pending application for increase in capital stock from Php 342.5 Million to Php1.34 billion. |
Name | Alan Ascalon |
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Designation | Vice President/ Asst. Corporate Secretary |