1. Date of Report (Date of earliest event reported)
Sep 15, 2022
2. SEC Identification Number
3. BIR Tax Identification No.
4. Exact name of issuer as specified in its charter
5. Province, country or other jurisdiction of incorporation
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
32nd Street, Bonifacio Global City, Taguig City, Metro Manila, Philippines Postal Code 1634
8. Issuer's telephone number, including area code
02 8886 2800
9. Former name or former address, if changed since last report
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 Stock P1 Par Value 7,358,604,307
Amount of Debt Outstanding (As of June 30, 2022) 237,823,424,000.00
11. Indicate the item numbers reported herein

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.

Aboitiz Power CorporationAP

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Aboitiz Power Corporation (“AboitizPower”) acquires an additional 35.4% equity stake in STEAG State Power Inc. (the “Company”)

Background/Description of the Disclosure

Early this year, AboitizPower received a transfer notice from STEAG GmbH (“STEAG”) of its intention to sell its shares in the Company. AboitizPower then informed STEAG of its intention to exercise its right of first refusal (“ROFR”) to purchase the portion it is entitled to which is equivalent to 35.4% of the total issued and outstanding capital stock of the company.

Date of Approval by
Board of Directors
Aug 24, 2022
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

AboitizPower is continuously managing and optimizing its generation portfolio, both in thermal and renewable energies. This is a good opportunity to help sustainably manage an existing generation facility, which is a vital component of the Mindanao grid, and provides affordable and reliable power to many Filipinos. Since this is an existing generation facility, there are no emissions added to the total GHG emissions of the Philippines.

When the Mindanao-Visayas Interconnection Project comes to fruition (in October 2022 according to NGCP), this plant will be able to export much needed capacity to the Luzon grid, which has experienced tightness of supply reserves in recent years.

Details of the acquisition or disposition
Date Sep 15, 2022

Execution of a Share Purchase Agreement

Description of the company to be acquired or sold

STEAG State Power Inc. or the Company is a company duly incorporated under the laws of the Republic of the Philippines, established to undertake the development, financing, construction, testing, commissioning, operation, and maintenance of a 210 MW (net sellable capacity) coal-fired power­ plant, including the transmission line and related facilities, at the PHIVIDEC lndustrial Estate in Misamis Oriental, Mindanao, Philippines.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 167,648,480
Percentage to the total outstanding shares of the company subject of the transaction 35.4
Price per share US$0.226
Nature and amount of consideration given or received

The total Purchase Price for the Shares is US$36,081,554.90, plus locked box interest at a simple rate of 4% per annum (on the basis of a 365-day year) from 1 January 2021 to 31 March 2022.

Principle followed in determining the amount of consideration

A bona fide offer in writing from an interested third party.

Terms of payment

One time cash payment on Closing Date

Conditions precedent to closing of the transaction, if any

Customary conditions precedent for transactions of similar nature (e.g., submission of corporate approvals and other third party consents)

Any other salient terms


Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
STEAG GmbH Co-shareholder in the Company
Effect(s) on the business, financial condition and operations of the Issuer, if any

The acquisition will result in the expansion of attributable net income without adding new coal capacity to the grid.

Other Relevant Information

AboitizPower will end up owning 69.4% equity interest in the Company after completion of the acquisition.

Filed on behalf by:
Name Mailene de la Torre
Designation Asst. Corporate Secretary