C07852-2022

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)
Oct 21, 2022
2. SEC Identification Number
39274
3. BIR Tax Identification No.
000-506-020-000
4. Exact name of issuer as specified in its charter
ACEN CORPORATION
5. Province, country or other jurisdiction of incorporation
Makati City
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
35th Floor, Ayala Triangle Gardens Tower 2, Paseo de Roxas corner Makati Avenue, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(02) 7730 6300
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 39,677,394,773
11. Indicate the item numbers reported herein
Item 9 - Other Events

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.

ACEN CORPORATIONACEN

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

Partial redemption by South Luzon Thermal Energy Corporation (“SLTEC”) of SLTEC Preferred Shares owned by ACEN CORPORATION (“ACEN”)
Background/Description of the Disclosure

On 18 October 2021, ACEN’s Board of Directors authorized ACEN management to work towards the early retirement of the 246MW SLTEC coal plant by 2040 (15 years ahead of the end of its technical life) through the use of an Energy Transition Mechanism (“ETM”). The ETM is an innovative concept developed by the Asian Development Bank, that aims to leverage low cost and long-term funding geared towards early coal retirement and reinvestment of proceeds to enable renewable energy.

The equity divestment feature of the ETM includes the redemption of SLTEC Preferred Shares held by ACEN using proceeds of subscriptions from institutional investors. Proceeds received by ACEN will be deployed for its renewable energy investments.

On 21 October 2022, in line with the above-mentioned approval, SLTEC redeemed Thirty-two Million (32,000,000) SLTEC Preferred Shares from ACEN at par value (One Hundred Pesos (PhP100.00) per Preferred Share) for a total redemption price of Three Billion Two Hundred Million Pesos (PhP3,200,000,000.00).
Date of Approval by
Board of Directors		 Oct 18, 2021
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

SLTEC’s redemption of its 32,000,000 Preferred Shares from ACEN will enable the return of capital to ACEN, which it can use to fund new renewable energy investments. The ETM will ultimately result in the early retirement of the 246MW SLTEC coal plant by 2040 (15 years ahead of the end of its technical life), which will help ACEN to fulfill its commitment to achieve Net Zero greenhouse gas emission by 2050 or earlier.
Details of the acquisition or disposition
Date Oct 21, 2022
Manner

Payment in cash
Description of the company to be acquired or sold

SLTEC, a wholly owned subsidiary of ACEN, owns and operates a 2x135 MW (246MW net) circulating fluidized bed thermal power plant located in Calaca, Batangas.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 32,000,000
Percentage to the total outstanding shares of the company subject of the transaction 44.66
Price per share 100.00
Nature and amount of consideration given or received

PhP3,200,000,000.00
Principle followed in determining the amount of consideration

Par value
Terms of payment

Full payment
Conditions precedent to closing of the transaction, if any

None
Any other salient terms

None
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
South Luzon Thermal Energy Corporation Wholly owned subsidiary
Effect(s) on the business, financial condition and operations of the Issuer, if any

SLTEC’s redemption of its 32,000,000 Preferred Shares from ACEN will enable the return of Three Billion Two Hundred Million Pesos (PhP3,200,000,000.00) in capital to ACEN, which it can use to fund new renewable energy investments.
Other Relevant Information

This disclosure is in relation to Disclosure Report Nos. C05548-2022 posted on 26 July 2022, C02425-2022 posted on 11 April 2022, C02254-2022 posted on 6 April 2022, C00377-2022 posted on 24 January 2022, and C06940-2021 posted on 19 October 2021.

Redemption of the remaining 3,830,250 Preferred Shares in SLTEC is expected to close by end 2022.
Filed on behalf by:
Name Alan Ascalon
Designation Vice President/Asst. Corporate Secretary