Remarks C06460-2023

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)
Aug 17, 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 34,373,050,000
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 4-13 - Clarification of News Reports References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Clarification of news article entitled “SPNEC in talks with fund managers for private placement” on 12 June 2023
Source Manila Standard
Subject of News Report SPNEC in talks with fund managers for private placement
Date of Publication Jun 12, 2023
Clarification of News Report

We write with respect to the news article entitled “SPNEC in talks with fund managers for private placement” posted on the Manila Standard’s website on 12 June 2023, which reported that:

“SP New Energy Corp. said it in talks with local and foreign funds for possible private placement to enable it to comply with the 20-percent minimum public ownership.

SPNEC founder and chairman Leandro Leviste said in a recent news briefing the company identified potential buyers for at least 2.12 billion common shares via a private placement.

SPNEC expects to raise roughly P3.1 billion from the share sale based on the stock’s price of P1.46 per share.

Leviste said to facilitate the transaction, the company would seek regulators’ approval to lift the trading suspension.

“We are working to increase public float as soon as possible, and we hope that our stock will resume trading prior to increase in public float,” Leviste said.

The Philippine Stock Exchange suspended the trading of SPNEC on June 3, after its public ownership fell below the required 20 percent following the completion of the share swap deal with parent Solar Philippines Power Project Holdings Inc.

SPNEC said it would ask for temporary exemption from the 20-percent public ownership as the company is fully committed to increasing its public float back to the required level.

The company also cited an instance where the regulators allowed a listed company to obtain temporary exemption from the ownership rule to enable it to comply with the ownership requirement.

It noted that in 2018, the public float of San Miguel Food and Beverage fell below the minimum public ownership, but the PSE allowed SMFB’s trading to resume after the company obtained confirmation from the Bureau of Internal Revenue that during the period of exemption, all trades of its securities were not subject to the provisions of the BIR Revenue Regulation 16-2012.

BIR RR 16-2012 provides that the sale, barter, transfer and or assignment of publicly-listed companies which are non-compliant to the minimum public ownership requirement should be subject to final tax at the rate of 5 percent or 10 percent on the net capital gains and the documentary stamp tax.”

This is to confirm that SPNEC is in talks with various stakeholders, advisers, and potential investors to increase its public float. SPNEC is also preparing to submit a disclosure with further information on its Plan of Acton to resume trading, including requesting for a temporary minimum public ownership exemption, in consideration of the actions that it is taking to increase its public float.
Other Relevant Information

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Filed on behalf by:
Name Aresty Lapitan
Designation Head of Controllership