C01389-2022

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)
Mar 7, 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 outlines 10 GW plan enabled by increase in capital stock
Background/Description of the Disclosure

At today’s Special Stockholder’s Meeting of Solar Philippines Nueva Ecija Corporation (SPNEC), SPNEC’s stockholders approved its increase in authorized capital stock from 10 billion shares to 50 billion shares and its related share swap. SPNEC provided the following summary of its plans for this:

As set forth in our Comprehensive Corporate Disclosure (CCD), SPNEC would issue 24.37 billion shares at Php 2.50 per share in exchange for the shares of Solar Philippines in over 20 companies.

These include solar farms in Batangas, Tarlac, and Cavite with a combined 163 MW in operations and 240 MW for expansion, from which Solar Philippines has sold shares at project valuations of over Php 20M per MW. Along with additional capacity from these, our rooftop portfolio, and the Nueva Ecija solar farm, SPNEC aims for its developments to reach 1 GW of operational capacity by the end of 2023.

Moreover, these companies have DOE solar energy service contracts with over 10 GW of potential capacity, or over two thirds of the total capacity of the Awarded Solar Projects as of 31 December 2021 listed on the DOE website (https://www.doe.gov.ph/renewable-energy/awardedsolar). While many of these projects will not materialize, and particular project plans are subject to change, Solar Philippines has spent years working to progress developments with over 10 GW of potential capacity. Considering this, SPNEC aims to create Php 15M per MW of value from 10 GW of developments by 2025.

The achievement of this goal would depend on three steps:

First, we would focus on being a project developer and not an IPP. We believe the greatest challenge for solar in the Philippines is neither a lack of demand nor a surplus of projects, but rather, the challenge of consolidating land and permits that has resulted in a shortage of developed solar sites. This calls for us to maximize our attention devoted to the development of sites to create our target Php 15M per MW of value, while working with other IPP’s on financing and construction once the sites are shovel-ready.

Second, we would prioritize executing projects via partnerships with other IPP’s. In line with our view that partnerships are key to accelerating the country’s energy transition, Solar Philippines has reserved its 10 GW of planned projects pursuant to agreements with various companies to invest in its projects subject to certain milestones. The largest share is reserved for our joint venture with Prime Infra, which may use the first 1000 hectares already being acquired by SPNEC and further land to be acquired.

Third, we would seek to raise at least Php 10B from the issuance to the public of at least 5.12B shares to complete the development of 10 GW of solar projects, through a stock rights offering planned to be filed in the second quarter of 2022 and subject to regulatory approvals; and a possible private placement and follow-on offering. While the terms of these offerings are typically determined later in the process, suffice it to say, the pricing must be attractive for the company to be able to raise its required capital.

SPNEC plans to share further information over the coming weeks, ahead of its planned capital-raising processes.
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, Assistant Corporate Secretary, Head of Community Development and Chief Information Officer