C03042-2023 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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COMMON | 1,036,281,485 | |
EEIPA | 15,000,000 | |
EEIPB | 45,000,000 |
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Subject of the Disclosure |
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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. |
Date of Approval by Board of Directors |
Apr 20, 2023 |
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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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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. |
Date | Apr 24, 2023 |
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Manner |
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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. |
Number of shares to be acquired or disposed | 2,865,408 |
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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 |
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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 |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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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 |
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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. |
Name | Teresita Salazar |
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Designation | Sr. Legal Services Officer |