C05097-2024 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
---|---|---|
Common Shares | 39,677,394,773 | |
Series A Preferred Shares | 8,341,500 | |
Series B Preferred Shares | 16,658,500 |
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.
Subject of the Disclosure |
---|
Subscription by the Company to shares in Gigasol1, Inc. |
Background/Description of the Disclosure |
The Company, ACEN CORPORATION ("ACEN"), signed a subscription contract with its wholly-owned subsidiary Gigasol1, Inc. (the “SPV”) for the subscription by ACEN to 2,137,834 Redeemable Preferred Shares B (“RPS B”) at a par value of PhP100.00 per RPS B of the SPV at an issue price of PhP1,000.00 per RPS B or a total subscription price of PhP2,137,834,000.00 (the “Subscription Price”), to be issued out of the increase of the SPV’s authorized capital stock (“ACS”). |
Date of Approval by Board of Directors |
May 18, 2023 |
---|
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
---|
The Subscription Price will be used by the SPV for development activities relating to renewable energy projects in the Philippines. |
Date | Jul 31, 2024 |
---|
Manner |
---|
Subscription to RPS B |
Description of the company to be acquired or sold |
Gigasol1, Inc. is a special purpose vehicle for the development of renewable energy projects in the Philippines. |
Number of shares to be acquired or disposed | 2,137,834 |
---|---|
Percentage to the total outstanding shares of the company subject of the transaction | 25 |
Price per share | PhP1,000.00 |
Nature and amount of consideration given or received |
---|
Full payment of the Subscription Price in the amount of Php2,137,834,000.00. |
Principle followed in determining the amount of consideration |
The consideration is the result of negotiation between the parties. |
Terms of payment |
Cash |
Conditions precedent to closing of the transaction, if any |
Subject to the necessary regulatory approvals from the Securities and Exchange Commission (“SEC”) on the increase in ACS of the SPV |
Any other salient terms |
None |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
---|---|---|
Gigasol1, Inc. | Wholly-owned subsidiary of ACEN |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
---|
Additional investment in a wholly-owned subsidiary |
Other Relevant Information |
The figure under “Percentage to the total outstanding shares of the company subject of the transaction” assumes SEC approval of application for increase in ACS. |
Name | Dodjie Lagazo |
---|---|
Designation | General Counsel; Assistant Corporate Secretary; Compliance Officer |