C07045-2023 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common Shares | 39,677,394,773 | |
Series A Preferred Shares | 8,341,500 | |
Series B Preferred Shares | 16,658,500 |
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Subject of the Disclosure |
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Subscription by the Company to shares in GigaWind1 Inc. |
Background/Description of the Disclosure |
The Company, ACEN CORPORATION ("ACEN"), signed today a subscription agreement with its wholly-owned subsidiary, GigaWind1 Inc. (the “SPV”), for the subscription by ACEN to 1,200,000 Common Shares and 326,400,000 Redeemable Preferred Shares ("RPS") of the SPV for a total subscription price of Php327,600,000.00 (the “Subscription Price”). |
Date of Approval by Board of Directors |
Jul 21, 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 Subscription Price will be used by the SPV for development activities relating to renewable energy projects in the Philippines. |
Date | Sep 21, 2023 |
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Manner |
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Subscription to Common Shares and RPS |
Description of the company to be acquired or sold |
GigaWind1 Inc. is a special purpose vehicle for the development of renewable energy projects in the Philippines. |
Number of shares to be acquired or disposed | 327,600,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 98.8 |
Price per share | P1.00 - Common; P1.00 - RPS |
Nature and amount of consideration given or received |
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Initial payment of the Subscription Price in the amount of Php81,900,000.00 |
Principle followed in determining the amount of consideration |
Subscription at par value |
Terms of payment |
Cash |
Conditions precedent to closing of the transaction, if any |
Full payment of the Subscription Price |
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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GigaWind1 Inc. | Wholly-owned subsidiary of ACEN |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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Additional investment in a wholly-owned subsidiary |
Other Relevant Information |
The number of additional shares acquired is composed of 1,200,000 Common Shares and 326,400,000 RPS to be issued out of the increase in the SPV's ACS. |
Name | Alan Ascalon |
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Designation | Vice President/Asst. Corporate Secretary |