This is with reference to Solar Philippines Nueva Ecija Corporation’s (“SPNEC” or the “Company”) disclosure under Company Announcement No. C01136-2022 dated February 24, 2022.
In the said disclosure, the Company reported that:
“Please be informed that, in its meeting today, 24 February 2022, the Board of Directors of SPNEC approved an asset-for-share swap involving the acquisition of 100% of the outstanding shares of Solar Philippines Power Project Holdings, Inc. and affiliates (‘SPNEC Parent’) in various entities (‘Solar Philippines Assets’) including but not limited to:
- Solar Philippines Calatagan Corporation
- Solar Philippines Tarlac Corporation
- Solar Philippines Tanauan Corporation
- Terra Solar Philippines, Inc.
- SP Holdings, Inc.
- Solar Philippines Batangas Baseload Corporation
- Solar Philippines Tarlac Baseload Corporation
- Solar Philippines Central Luzon Corporation
- Solar Philippines South Luzon Corporation
- Solar Philippines Southern Tagalog Corporation
- Solar Philippines Eastern Corporation
- Solar Philippines Western Corporation
- Solar Philippines Visayas Corporation
- Solar Philippines Central Visayas Corporation
- Solar Philippines Southern Mindanao Corporation
- Solar Philippines Batangas Corporation
- Solar Philippines Retail Electricity, Inc.
- Laguna Solar Rooftop Corporation
- Solar Philippines Rooftop Corporation
- Solar Philippines Commercial Rooftop Projects, Inc.
SPNEC would acquire the Solar Philippines Assets through an asset-for-share swap, with SPNEC Parent subscribing to 24,373,050,000 shares of SPNEC at Php 2.50 per share (‘Share Swap’).
This Share Swap is supported by a third-party valuation and fairness opinion by FTI Consulting Philippines, Inc., an independent financial advisor accredited with the Securities and Exchange Commission and Philippine Stock Exchange.
This Share Swap would be enabled by the increase in authorized capital stock for approval at SPNEC’s Stockholder’s Meeting set for March 7 2022, and is subject to regulatory approvals.”
As previously announced in Disclosure Notice No. DN00027-2022 dated February 24, 2022, the Exchange required the Company to submit a full and comprehensive disclosure, and provide the Exchange with copies of the relevant documents, pertaining to the details, business impact, and material implications of the transaction on the Company and its financial condition, among others.
After a careful review of the disclosure submitted by the Company, the Exchange deems the above-mentioned transaction to be covered by the Rule on Additional Listing of Securities under Article V of the Consolidated Listing and Disclosure Rules of the Exchange, as amended (the “Additional Listing Rule”).
Under the Additional Listing Rule, the stockholders of the Company must approve the transaction. Further, as a general rule, the Exchange shall not permit the listing of shares subscribed by related parties unless a rights or public offering is first undertaken. However, the requirement for a rights or public offer may be waived by a majority vote representing the outstanding shares held by the minority stockholders in a special meeting. Please refer to Section 9 of the Additional Listing Rule for other exceptions to the rights or public offering requirement.
In relation to the foregoing, the Company submitted to the Exchange PSE Disclosure Form LR-1 - Comprehensive Corporate Disclosure on Issuance of Shares pertaining to the above-mentioned transaction. Please refer to Company Announcement No. C01237-2022 dated March 1, 2022 for the details.
Given the foregoing, the suspension on the trading of SPNEC shares will be lifted at 10:30 a.m. tomorrow, March 2, 2022.
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