C06996-2022 |
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Subject of the Disclosure |
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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 |
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Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
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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. |
Date | Sep 15, 2022 |
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Manner |
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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. |
Number of shares to be acquired or disposed | 167,648,480 |
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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 |
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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 |
None |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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STEAG GmbH | Co-shareholder in the Company |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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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. |
Name | Mailene de la Torre |
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Designation | Asst. Corporate Secretary |