LN00223-2022

NOTICE

Subject Solar Philippines Nueva Ecija Corporation: Stock Rights Offering – Final Terms and Conditions
Company Name Solar Philippines Nueva Ecija Corporation
Security Details
Type of Security Stock Symbol Par Value
Common Shares SPNEC Php 0.10
Type of Transaction Stock Rights Offering
Rights Shares
Stock Symbol No. of Shares Rights Offer Price
SPNEC 1,875,649,995 Php1.50
Rights Entitlement Ratio 1 Rights Share for every 1.28 shares owned
Pricing Date (if applicable) Aug 18, 2022
Ex-Date Aug 22, 2022
Record Date Aug 25, 2022
Start of Rights' Offer Period Aug 30, 2022
End of Rights' Offer Period Sep 5, 2022
Payment Terms Please see below.
Lead Underwriter(s) Please see below list.
Other Parties to the Rights Offer
Function Name of the Party
Joint Issue Manager and Joint Lead Underwriter Abacus Capital and Investment Corporation
Joint Issue Manager and Joint Lead Underwriter China Bank Capital Corporation
Participating Underwriter Investment & Capital Corporation of the Philippines
Escrow Agent (IPO Proceeds) BDO Unibank, Inc. – Trust and Investments Group
Legal Counsel to the Issuer Picazo Buyco Tan Fider & Santos
Legal Counsel to the Underwriters Angara Abello Concepcion Regala & Cruz Law Offices
Stock Transfer Agent Philippine National Bank – Trust Banking Group
Receiving Agent Philippine National Bank – Trust Banking Group
External Auditor Sycip Gorres Velayo & Co.
Corporate Website Hyperlink to the Prospectus https://spnec.ph/investor-relations/final-sro-prospectus/
Tentative Listing Date Sep 15, 2022
Other Relevant Information

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 from the end of the initial installment period, and the Company reserves the right to impose penalties for shares paid for during this extension period.

Please refer to the attached final 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.

For your information and guidance.

Filed on behalf by:
Name Norberto Moreno Jr.
Designation Listings Department