C03042-2023

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)
Apr 24, 2023
2. SEC Identification Number
PW-937
3. BIR Tax Identification No.
000-391-438-000
4. Exact name of issuer as specified in its charter
EEI CORPORATION
5. Province, country or other jurisdiction of incorporation
MANILA, PHILIPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
12 MANGGAHAN STREET, BAGUMBAYAN, QUEZON CITY Postal Code 1110
8. Issuer's telephone number, including area code
(+632) 8-334-2677
9. Former name or former address, if changed since last report
The Issuer has not changed its address since its last report to this Honorable Commission.
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 1,036,281,485
EEIPA 15,000,000
EEIPB 45,000,000
11. Indicate the item numbers reported herein
NONE

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.

EEI CorporationEEI

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

EEI Power signs Share Purchase Agreement with PetroEnergy Resources Corporation

Background/Description of the Disclosure

EEI Power Corporation (“EPC”), a wholly owned subsidiary of EEI Corporation, signed a Share Purchase Agreement with PetroEnergy Resources Corporation (“PERC”) for the sale of all of EPC’s interest in PetroWind Energy Inc. (“PWEI”) amounting to 2,865,408 common shares or 20% of the total number of shares in PWEI.

Please see attached SEC FORM 17C

Date of Approval by
Board of Directors
Apr 20, 2023
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The transaction will monetize EPC’s assets and the proceeds will be used to reduce EEI’s debt obligations and provide working capital as EEI gears up for additional construction business in the Philippines and abroad, further strengthening its balance sheet.

Details of the acquisition or disposition
Date Apr 24, 2023
Manner

Share sale through execution of a Share Purchase Agreement

Description of the company to be acquired or sold

PGEC is a joint venture corporation established between EPC, a wholly owned subsidiary of EEI Corporation, and PERC. PWEI and PSC are subsidiaries of PGEC. After fulfillment of all conditions for the sale, EPC will no longer have any interest in PGEC, PWEI and PSC.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 2,865,408
Percentage to the total outstanding shares of the company subject of the transaction 20
Price per share 227.38
Nature and amount of consideration given or received

The consideration shall be paid in cash

Principle followed in determining the amount of consideration

Based on fair market multiple valuation validated by a third-party appraisal report

Terms of payment

Payment in tranches with full payment expected by August 2023

Conditions precedent to closing of the transaction, if any

The usual conditions precedents (to closing) applicable in this kind of transaction.

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
PetroEnergy Resources Corporation House of Investments is the single largest majority shareholder of PERC, who is also the majority shareholder of EEI Corporation, the parent of EEI Power Corporation. PERC is the parent of PetroGreen Energy Corporation, which holds 60% interest in PWEI.
Effect(s) on the business, financial condition and operations of the Issuer, if any

The funds that will be obtained will reduce EEI’s debt obligations and provide working capital as EEI gears up for additional construction business in the Philippines and abroad, further strengthening its balance sheet.

Other Relevant Information

Date of Board Approval pertains to the approval by the Board of the subsidiary, EEI Power Corporation.

Filed on behalf by:
Name Teresita Salazar
Designation Sr. Legal Services Officer