C05098-2024

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)
Jul 31, 2024
2. SEC Identification Number
39274
3. BIR Tax Identification No.
000-506-020-000
4. Exact name of issuer as specified in its charter
ACEN CORPORATION
5. Province, country or other jurisdiction of incorporation
Makati City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
35th Floor, Ayala Triangle Gardens Tower 2, Paseo de Roxas corner Makati Avenue, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(02) 7730 6300
9. Former name or former address, if changed since last report
N/A
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 Shares 39,677,394,773
Series A Preferred Shares 8,341,500
Series B Preferred Shares 16,658,500
11. Indicate the item numbers reported herein
Item 9 - Other Events

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.

ACEN CORPORATIONACEN

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

The Company’s acquisition of shares in Real Wind Energy, Inc.

Background/Description of the Disclosure

Please be advised that the Company signed today the following documents:
1. Share Purchase Agreement between the Company and Maraj Energy and Development Corp. (“Maraj”);
2. Deed of Absolute Sale of Shares with Maraj, as the seller, for the acquisition by the Company of 6,000 Common Shares in Real Wind Energy, Inc. (“RWEI”); and,
3. Loan Amendment and Assignment Agreement for the assignment of Maraj’s loan receivable from RWEI to the Company.

Date of Approval by
Board of Directors
Mar 11, 2024
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The RWEI project is strategically located close to another ACEN wind project spanning Laguna and Quezon. This new acquisition presents opportunities for synergies through the joint use of logistical routes, transmission lines, and substation infrastructure.

Details of the acquisition or disposition
Date Jul 31, 2024
Manner

Acquisition of secondary shares in RWEI

Description of the company to be acquired or sold

Real Wind Energy, Inc. is a special purpose vehicle for the development and operation of the 500MW wind energy projects located in Real, Quezon.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 6,000
Percentage to the total outstanding shares of the company subject of the transaction 60
Price per share see “Other Relevant Information”
Nature and amount of consideration given or received

The acquisition price that is less than 10% of the book value of the Company as of 31 March 2024.

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

Definitive Documentation

Any other salient terms

None

Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Maraj Energy and Development Corp. None
Effect(s) on the business, financial condition and operations of the Issuer, if any

The transaction will potentially add 500MW of renewable energy to the Company’s power generation portfolio.

Other Relevant Information

The acquisition price, which considers the price per share, is less than 10% of the book value of the Company as of 31 March 2024.

This disclosure is related to Disclosure Report no. C01705-2024 dated 22 March 2024.

Filed on behalf by:
Name Dodjie Lagazo
Designation General Counsel; Assistant Corporate Secretary; Compliance Officer