C01434-2025 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common Shares | 39,677,394,773 | |
Series A Preferred Shares | 8,341,500 | |
Series B Preferred Shares | 16,658,500 |
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Subject of the Disclosure |
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ACEN’s acquisition of shares of Negros Island Solar Power, Inc. (“Islasol”) from Asian Energy Impact Trust Plc (“AEIT”) |
Background/Description of the Disclosure |
The Company executed a Share Purchase Agreement and Deed of Absolute Sale with AEIT today, involving the sale by AEIT of seven thousand three hundred seventy-one (7,371) Redeemable Preferred Shares E (“RPS E”) of Islasol in favor of the Company. Upon the completion of the sale (subject to obtaining the requisite certificate authorizing registration from the Bureau of Internal Revenue), the Company will acquire full ownership of Islasol. |
Date of Approval by Board of Directors |
Nov 25, 2024 |
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Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
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Upon completion of the acquisition, the Company will acquire full ownership and control of Islasol’s operations, decision-making, and financial management. |
Date | Mar 6, 2025 |
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Manner |
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Direct sale of shares |
Description of the company to be acquired or sold |
Islasol operates two renewable power plants in Negros Occidental with a combined capacity of 80 megawatts. |
Number of shares to be acquired or disposed | 7,371 |
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Percentage to the total outstanding shares of the company subject of the transaction | 14 |
Price per share | see "Other Relevant Information" |
Nature and amount of consideration given or received |
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The consideration was a straight cash payment made upon signing the relevant documents with retention amount for compliance of conditions subsequent. |
Principle followed in determining the amount of consideration |
The amount of consideration was determined based on mutual agreement of the parties. |
Terms of payment |
Cash |
Conditions precedent to closing of the transaction, if any |
Execution of definitive documents |
Any other salient terms |
None |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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Asian Energy Impact Trust Plc | No relationship |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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Upon completion of the acquisition, the Company will acquire full economic and voting interests in Islasol. |
Other Relevant Information |
For Price per share, the total consideration is less than the 10% of total assets of the Company as of 31 December 2024. |
Name | Dodjie Lagazo |
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Designation | General Counsel; Assistant Corporate Secretary; Compliance Officer |