C00574-2024

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)
Jan 26, 2024
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
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
20th Floor Philam Life 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 50,073,050,000
11. Indicate the item numbers reported herein
Item 9 - Others

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 4-5 - Change in Control of Issuer References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Change in Control of Issuer
Background/Description of the Disclosure

MGen Renewable Energy Inc. (“MGreen”), the renewable energy development arm of Meralco Powergen Corporation (“MGen”) announced on October 12 2023 that it has agreed with SP New Energy Corporation (the “Company”) and with its parent, Solar Philippines Power Project Holdings, Inc. (“SPPPHI”), to invest Php 15.9 billion to subscribe to 15.7 billion common shares and 19.4 billion redeemable preferred voting shares in the Company (the “Subscription Shares”). MGen is a wholly-owned subsidiary of the Manila Electric Company (“Meralco”), the country’s largest private sector electric distribution utility company. With the issuance of the Subscription Shares, MGreen is now the controlling shareholder of the Company with a total voting interest of 50.5%.
Rationale for the transaction

The transaction will support the expansion of the Company’s project portfolio, including the development of a planned 3.5 GW of solar power plant and 4 GWh of battery storage.
Description of the transaction

The issuance of 15.7 billion SPNEC common shares have a total subscription price of Php 15.7 billion and represent
31.35% of the issued and outstanding common shares of the Company. The 19.404202552 billion redeemable preferred voting shares have a total subscription price of Php 194.04202552 million and will not have the ability to earn economic returns or dividends. The 15.7 billion common shares and 19.4 billion redeemable preferred voting shares make MGreen the controlling shareholder of the Company with a total voting interest of 50.5%.

The issuance of these shares would come from an increase in authorized capital stock. At its meeting on October 11 2023, the Board of SPNEC approved the amendment of its Articles of Incorporation ("AOI Amendment") to increase its authorized capital stock from 50 billion common shares to 75 billion common shares and 25 billion preferred shares. Such increase in the authorized capital stock was approved at a Special Stockholders’ Meeting held on December 4 2023.

On January 19 2024, the Company received the Securities and Exchange Commission's approval of the AOI Amendment dated January 17 2024.
Identity of the person(s)/entity(ies) who intends to acquire a controlling interest in the Issuer
Name Nature of any material relationship with the Issuer, their directors/ officers or any of their affiliates
MGEN Renewable Energy, Inc. MGreen is a wholly-owned subsidiary of Meralco Powergen Corporation, which in turn is a wholly-owned subsidiary of Meralco. Meralco’s largest shareholder is Metro Pacific Investments Corporation (“MPIC”), which owns 1.6 billion shares of SPNEC. MGreen
Identity of the person(s)/entity(ies) from whom control was assumed
Name Number of Shares % to Total Number of Outstanding Shares
Solar Philippines Power Project Holdings, Inc. 20,849,399,998 30.01
Details of the transaction
Number of shares of voting securities which will be beneficially owned by the person(s)/entity(ies) who will acquire control 35,104,202,552
Percentage to total number of shares of voting securities 50.5
Amount and source of consideration used by such person(s)/entity(ies) Php 15.89 billion investment by MGreen
Any arrangement or understanding among members of both the former and new control groups and their affiliates/associates with respect to the election of directors or other matters

On and effective 30 November 2023, the Company appointed Rochel Donato R. Gloria as Treasurer and Chief Finance Officer and Alicia G. Brion as Head of Controllership.

On and effective 11 December 2023, the Company elected Mr. Gloria as a member of its Board of Directors.

On and effective 27 December 2023, the Company elected Manuel V. Pangilinan and Amanda Roselle A. Bengson as members of its Board of Directors, and Pedro Emilio O. Roxas as an Independent Director.

Also on and effective 27 December 2023, the Company appointed the following persons to the following positions:

Manuel V. Pangilinan as Chairman, President, and CEO,
Leandro Antonio L. Leviste as Vice-Chairman,
Amanda Roselle A. Bengson as Director, Chief Compliance Officer, and Corporate Secretary,
Dominador M. Camu, Jr. as Chief Operating Officer,
Anthony Matthew N. Co as Assistant Treasurer,
Jo Marianni P. Ocampo as Assistant Corporate Secretary.
Describe any arrangement known to the Issuer, including any pledge by any person of securities of the issuer or any of its parents

-
The interest which directors of the parties have in the proposed transaction

Prior to the change in control, the Company was majority-owned by SPPPHI, which is beneficially owned by Leandro Antonio L. Leviste, who is a director of the Company.
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders

The Company’s application for AOI Amendment (as defined above) was approved at a Special Stockholders’ Meeting held on 4 December 2023.

Effects on the following

Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
SPPPHI 20,849,399,998 60.66 20,849,399,998 30.01
Metro Pacific Investment Corporation 1,600,000,000 4.65 1,600,000,000 2.3
MGen Renewables Energy Inc. (Common Shares) 0 0 15,700,000,000 22.6
MGen Renewables Energy Inc. (Preferred Shares) 0 0 19,404,202,552 27.9

Capital structure

Issued Shares
Type of Security/Stock Symbol Before After
Common Shares / SPNEC 34,373,050,000 50,073,050,000
Preferred Shares - Class B (Unlisted) 0 19,404,202,552
Outstanding Shares
Type of Security/Stock Symbol Before After
Common Shares / SPNEC 34,373,050,000 50,073,050,000
Preferred Shares - Class B (Unlisted) 0 19,404,202,552
Treasury Shares
Type of Security/Stock Symbol Before After
- 0 0
Listed Shares
Type of Security/Stock Symbol Before After
Common Shares / SPNEC 9,998,828,397 9,998,828,397
Effect(s) on the public float, if any MGreen's common shares are counted towards the non-public common shares, therefore the public float would decrease after this transaction.
Effect(s) on foreign ownership level, if any MGreen’s shares are counted as non-foreign owned shares, therefore the transaction would decrease the Company’s foreign ownership level.
Other Relevant Information

The ownership structure above covers outstanding shares which refer to both common and preferred shares.
Filed on behalf by:
Name Amanda Roselle Bengson
Designation Chief Compliance Officer and Corporate Secretary