C00857-2022

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)
Feb 15, 2022
2. SEC Identification Number
CS201627300
3. BIR Tax Identification No.
009468103
4. Exact name of issuer as specified in its charter
Solar Philippines Nueva Ecija Corporation
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
20th Floor Philamlife Tower, 8767 Paseo de Roxas, Makati City, Philippines Postal Code 1226
8. Issuer's telephone number, including area code
(+632) 8817-2585
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 8,124,350,005
11. Indicate the item numbers reported herein
Item 9 - Other Items

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.

Solar Philippines Nueva Ecija CorporationSPNEC

PSE Disclosure Form 4-31 - Press Release References: SRC Rule 17 (SEC Form 17-C)
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

SPNEC seeking to raise Php 10B to develop 10 GW
Background/Description of the Disclosure

Solar Philippines Nueva Ecija Corporation (SPNEC) is targeting to complete the development of 10 GW of solar projects with the help of the capital markets.

On February 14 2022, the Board of Directors of SPNEC approved the conduct of a Stock Rights Offering (SRO) where eligible stockholders would have the opportunity to subscribe to shares, subject to terms to be determined by management and relevant requirements and regulatory approvals.

The company plans to file the SRO in the second quarter of 2022, from which point the SRO’s timing would depend on regulatory approvals. The company may also raise capital from private placements with institutional investors, to complete the capital required for the company’s expansion plans.

“We need at least Php 10 billion to complete the development of 10 GW of solar projects. This is only a small percent of project cost, but we believe is a large percent of the value, with development being the bottleneck for the energy transition of the Philippines,” said Solar Philippines founder Leandro Leviste.

“As a developer, SPNEC’s business model is to make projects shovel-ready, then bring in joint-venture partners who can help fund the construction. That said, we could also invest a much larger amount, and would take the opportunity to raise such if this is seen to be accretive to shareholders,” Leviste added.

SPNEC also approved the acquisition of land as part of its developments, to be funded from proceeds of the SRO and proceeds from its IPO. The company’s developments are located primarily in the provinces of Nueva Ecija, Bulacan, Tarlac, Batangas, and Quezon, where its parent, Solar Philippines has spent the past years consolidating land suitable for solar in relative proximity to the Greater Manila Area.

These developments would be supported by a potential asset-for-share swap between SPNEC and Solar Philippines, which has a portfolio of over 20 solar project companies, including over 10 GW in development according to DOE figures. SPNEC has not yet approved any asset-for-share swap, which is subject to a third-party valuation and fairness opinion by an independent financial advisor.

The proposed fundraisings and asset-for-share swap are part of SPNEC’s plan to increase its authorized capital stock to 50 billion shares, subject to approval at a Stockholder’s Meeting set for March 7 2022.
Other Relevant Information

Disclaimer: This press release contains certain forward-looking statements, which involve risks, uncertainties, and assumptions. The actual results of the company could differ materially from those anticipated in these forward-looking statements.
Filed on behalf by:
Name Hazel Iris Lafuente
Designation Director, Treasurer, Corporate Secretary, Head of Community Development and Chief Information Officer