| C06525-2024 |
| Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
|---|---|---|
| Common | 3,933,840,480 | |
| Perpetual Preferred 1 | 370,398,637 | |
| Perpetual Preferred 2 - Series A | 100,000,000 |
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| Subject of the Disclosure |
|---|
Alternergy Holdings Corporation ("ALTER") acquires shares of Alternergy Solar Holdings Corporation ("ASHCo") to organize its solar project companies under a common intermediate holding company. |
| Background/Description of the Disclosure |
In a meeting held today, 25 September 2024, the Board of Directors of Alternergy Holdings Corporation ("ALTER") approved the acquisition of twenty five thousand (25,000) Common shares to own up to one hundred percent (100%) of the issued and outstanding capital stock of Alternergy Solar Holdings Corporation ("ASHCo"), a holding corporation with a primary purpose to invest in, purchase, or otherwise acquire and own, hold, sell, assign, transfer, mortgage, pledge, exchange, or otherwise dispose of real property and personal property of every kind and description. |
| Date of Approval by Board of Directors |
Sep 25, 2024 |
|---|
| Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
|---|
ALTER desires to organize all its solar project companies under a common intermediate holding company to align with the existing structures that are already implemented for ALTER's wind and hydro groups. |
| Date | Oct 11, 2024 |
|---|
| Manner |
|---|
The execution of Deed/s of Sale of Shares of Stock between ASHCo's individual incorporators and ALTER. |
| Description of the company to be acquired or sold |
ASHCo is a holding corporation with a primary purpose to invest in, purchase, or otherwise acquire and own, hold, sell, assign, transfer, mortgage, pledge, exchange, or otherwise dispose of real property and personal property of every kind and description, incorporated on 16 May 2024. |
| Number of shares to be acquired or disposed | 25,000 |
|---|---|
| Percentage to the total outstanding shares of the company subject of the transaction | 100 |
| Price per share | 1.00 |
| Nature and amount of consideration given or received |
|---|
Cash amounting to PhP 25,000.00 |
| Principle followed in determining the amount of consideration |
Shares to be purchased at par value |
| Terms of payment |
One-time payment in full upon execution of the transfer documentation |
| Conditions precedent to closing of the transaction, if any |
NA |
| Any other salient terms |
NA |
| Effect(s) on the business, financial condition and operations of the Issuer, if any |
|---|
Acquiring ASHCo for the purpose of making it an intermediate holding company will consolidate ALTER's solar assets and organize the three different technologies under separate intermediate holding companies. |
| Other Relevant Information |
Please see attached SEC Form 17-C filed via email with the SEC relating to the matter. |
| Name | Kimberly Rose Pagdilao |
|---|---|
| Designation | Corporate Counsel / Deputy CIO |