C00603-2025

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 31, 2025
2. SEC Identification Number
41376
3. BIR Tax Identification No.
000-593-240-000
4. Exact name of issuer as specified in its charter
Synergy Grid & Development Phils., Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
16th Floor, Tycoon Center Bldg. Condominium, Pearl Drive, Pasig City, Metro Manila Postal Code 1605
8. Issuer's telephone number, including area code
(632)8584-3930
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 5,265,866,000
11. Indicate the item numbers reported herein
9

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.

Synergy Grid & Development Phils., Inc.SGP

PSE Disclosure Form 4-32 - Reply to Exchange's Query

Subject of the Disclosure

Reply to Correspondence of The Philippine Stock Exchange (the “Exchange”) dated 30 January 2025
Description of the Disclosure

Clarification on the execution of the Binding Term Sheet by and among Synergy Grid & Development Phils., Inc. (“SGP”), Maharlika Investment Corporation (“MIC”), Messrs. Henry T. Sy Jr., and Roberto G. Coyiuto, Jr., and Alameda Energy, Inc. (“AEI”) with regard to MIC’s investment in SGP
Information Requested

Gentlemen:

We reply to the correspondence of The Philippine Stock Exchange (the “Exchange”) dated 30 January 2025 requesting Synergy Grid & Development Phils., Inc. (“SGP”) for clarification on the execution of the Binding Term Sheet by and among SGP, Maharlika Investment Corporation (“MIC”), Messrs. Henry T. Sy Jr., and Roberto G. Coyiuto, Jr., and Alameda Energy, Inc. (“AEI”) with regard to MIC’s investment in SGP.

SGP emphasizes that the Binding Term Sheet is still subject to several conditions, among them the completion of the due diligence on SGP and its subsidiaries, the negotiation and execution of the definitive agreements and corporate approvals and compliance with legal and regulatory requirements. Since the Binding Term Sheet has confidentiality provisions, we can only respond to your queries as follows:

1. The total number of convertible preferred shares subscribed

Currently, SGP has no convertible preferred shares based on its authorized capital stock (“ACS”). Pursuant to the terms of the Binding Term Sheet, SGP will apply for the increase of its ACS with the Securities and Exchange Commission (“SEC”) in order to create and issue convertible preferred shares (“SGP Preferred Shares”). MIC will subscribe to newly created SGP Preferred Shares which would be equivalent to approximately twenty percent (20%) equity interest in SGP, which will entitle MIC to appoint two (2) out of nine (9) directors in SGP’s Board of Directors.

2. The features of the preferred shares

This matter is subject to the confidentiality clause in the Binding Term Sheet and the completion of the due diligence on SGP and its subsidiaries and the negotiation and execution of the definitive agreements.

3. The transaction value, pricing, and conversion terms

This matter is subject to the confidentiality clause in the Binding Term Sheet and the completion of the due diligence on SGP and its subsidiaries and the negotiation and execution of the definitive agreements.

4. The intended use of proceeds

The proceeds of the transaction will be used to fund capital expenditure projects of the National Grid Corporation of the Philippines (“NGCP”).

5. Details of the proposed transaction, including the implementation timeline

MIC intends to invest in NGCP through the subscription of shares in SGP, which would result in MIC owning approximately twenty percent (20%) of the equity interest in SGP that indirectly owns around forty percent (40%) of NGCP (the “Transaction”).

Within ninety (90) days from the execution of the Binding Term Sheet, unless mutually extended by the parties, the following activities shall be completed: (1) MIC’s due diligence on SGP and its related entities, and (2) negotiation and execution of the relevant transaction documents, including but not limited to the Investment Framework Agreement and Shareholders’ Agreement.

6. Applicable regulatory requirements

SGP and MIC must comply with the relevant regulations of the government, including but not limited to, the SEC and the Exchange.

7. The impact of the transaction on the Company’s business, operations, and financial conditions

The Transaction will generate funds for the capital expenditures of NGCP. The Transaction will also result in MIC owning approximately twenty percent (20%) equity interest in SGP, which will entitle MIC to appoint two (2) out of nine (9) directors in SGP’s Board of Directors.

8. Any conditions precedent to the closing of the transaction

This matter is subject to the confidentiality clause in the Binding Term Sheet and the completion of the due diligence on SGP and its subsidiaries and the negotiation and execution of the definitive agreements.

We trust that you find the foregoing clarification in order.
Filed on behalf by:
Name Cheryl de Leon
Designation Corporate Secretary