The Board of Directors of Solar Philippines Nueva Ecija Corporation (“SPNEC” or the “Company”) approved the conduct of a Stock Rights Offering (“SRO”) of common shares to be issued from the Company’s unissued authorized capital stock.
The net proceeds from the SRO are intended for (a) project development (including securing land and off-take agreements) and (b) general and corporate expenses.
Please refer to C00825-2022 dated February 15, 2022 for the relevant disclosure of the Company.
The Exchange approved the application of the Company for the listing of up to up to 1,875,649,995 common shares (the “Rights Shares”), with a par value of Php 0.10 per share, to cover its Stock Rights Offering (“SRO”) to all stockholders as of the proposed record date, at an Offer Price of Php 1.50 to Php 1.76 per Rights Share. The Exchange’s approval of the listing of the Rights Shares is subject to the Company’s compliance with all applicable requirements and post-approval conditions of the Exchange.
The Payment terms for the SRO will be as follows:
a. Option 1 – full payment of the total subscription price upon submission of the application; and
b. Option 2 – installment payment, with a down payment of 25% of the total subscription price for the Rights Shares upon submission of the Application, and the balance of 75% of the total subscription price to be paid in full one time directly to the Company, or on its instructions, to its nominee for this purpose, on any day within three months from the end of the Offer Period for Eligible Shareholders (i.e., [from [6 September 2022 to 5 December 2022]); within three months from the end of the QB Take-Up for the Qualified Buyers; and within three months from the end of the Sweep Period for the Principal Shareholder.
For Option 2, in case of any non-payment of the balance of 75% of the total subscription price on the relevant due date, the Company reserves the right to extend the payment period for partially-paid Rights Shares prior to declaring them delinquent, subject to such terms as the Company may determine at its sole discretion, provided that, no extension shall be for more than a period of three months, and the Company reserves the right to impose penalties for shares paid for during this extension period.
Please refer to the attached preliminary terms and conditions of the Stock Rights Offer for other details.
The Exchange will accordingly announce any developments on the Company’s Stock Rights Offer.
FURTHER, THE COMPANY HAS ADVISED THE EXCHANGE THAT IT IS STILL IN THE PROCESS OF CONFIRMING WITH THE SEC THE INCLUSION OF THE STATEMENT ON THE NON-PARTICIPATION OF CERTAIN RELATED PARTIES IN THE MANDATORY FIRST AND SECOND ROUNDS OF THE STOCK RIGHTS OFFER. THE TERM SHEET AND THE PROSPECTUS WILL BE UPDATED AS MAY BE NECESSARY.
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