C01041-2023

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)
Feb 9, 2023
2. SEC Identification Number
CS201627300
3. BIR Tax Identification No.
009-468-103
4. Exact name of issuer as specified in its charter
SP New Energy Corporation
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
20th Floor PhilamLife Tower, 8767 Paseo de Roxas, Barangay Bel-Air, Makati City, Philippines Postal Code 1226
8. Issuer's telephone number, including area code
(02) 8817-2585
9. Former name or former address, if changed since last report
Solar Philippines Nueva Ecija Corporation
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 10,000,000,000
11. Indicate the item numbers reported herein
Item 9

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.

SP New Energy CorporationSPNEC

PSE Disclosure Form 4-31 - Press Release References: SRC Rule 17 (SEC Form 17-C)
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

SPNEC to complete SRO to enable share swap
Background/Description of the Disclosure

SP New Energy Corporation (SPNEC) is committed to complete its Stock Rights Offering (SRO) to enable its share swap with Solar Philippines Power Project Holdings, Inc. (SP)

Based on indications of interest for SPNEC’s shares, the company believes that the partially paid SRO shares will be fully paid, and to the extent any of these are not yet fully paid when due, as assurance for the completion of the SRO, SP has offered to purchase any remaining shares as of March 2023 from SPNEC at the SRO price of Php 1.50 per share.

“We are grateful to our public shareholders for believing in the value of our company’s shares. With the improved market conditions this year, we hope this will bring forth a positive feedback loop, by enabling the completion of our SRO, and in turn enabling our share swap, private placements and project developments,” said Solar Philippines founder Leandro Leviste.

SPNEC’s closing price as of February 8 2023 was Php 1.54 per share, 2.67% above its SRO price.

In September 2022, SPNEC conducted a Stock Rights Offering for 1,875,649,995 shares, of which 1,127,625,805 were fully paid and 748,024,190 were partially paid, with 25% down-payments. The due date on the balance of the partially paid shares was initially set on December 5 2022 and was moved to March 5 2023.

As of December 22 2022, the company had 578,768,585 remaining partially paid SRO shares. The completion of the payments for this number of shares by March 2023 may result in an additional Php 651 million in proceeds to fund SPNEC’s ongoing project developments.

As part of its share swap, SPNEC would issue 24.372 billion additional shares in exchange for projects of SP, in addition to its existing 10 billion shares. This will result in SPNEC having 34.37 billion shares outstanding, which would require the public to own a total of at least 6.87 billion shares to achieve an at least 20% public float. Assuming 4.75 billion shares held by the public after recent private placements, SPNEC would need to increase its public float by at least another 2.12 billion shares.

The company has disclosed that it is working on further private placements to accelerate its project developments and broaden SPNEC’s shareholder base in preparation for its share swap.
Other Relevant Information

Disclaimer: This press release contains certain forward-looking statements which involve risks, uncertainties, and assumptions. The actual results of the company could differ materially from those anticipated in these forward-looking statements.
Filed on behalf by:
Name Aresty Lapitan
Designation Head of Controllership