C01707-2025 |
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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Subscription by the Company to additional shares in Buendia Christiana Holdings Corp. |
Background/Description of the Disclosure |
The Company, ACEN CORPORATION ("ACEN"), signed a subscription agreement with its subsidiary, Buendia Christiana Holdings Corp. ("BCHC"), for the subscription by ACEN to 660,000 common shares and 5,940,000 redeemable preferred shares (“RPS”), to be issued out of the authorized capital stock of BCHC. |
Date of Approval by Board of Directors |
Aug 18, 2020 |
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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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The additional capital will be used by BCHC to purchase real property required for various potential power projects. |
Date | Mar 17, 2025 |
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Manner |
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Subscription to common shares and RPS |
Description of the company to be acquired or sold |
BCHC is a subsidiary of ACEN, and is a special purpose vehicle, which will own land for the Company’s development projects. |
Number of shares to be acquired or disposed | 6,600,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 13 |
Price per share | Php 100.00 - common; Php 100.00 - RPS |
Nature and amount of consideration given or received |
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Total Subscription Price of Php660,000,000 |
Principle followed in determining the amount of consideration |
Subscription at par value |
Terms of payment |
Full payment in cash |
Conditions precedent to closing of the transaction, if any |
Subject to the necessary regulatory approval by the SEC of the increase in authorized capital stock of BCHC |
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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Buendia Christiana Holdings Corp. | Subsidiary of the Company |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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The figure under “Percentage to the total outstanding shares of the company subject of the transaction” assumes SEC approval of the increase in BCHC’s authorized capital stock. |
Other Relevant Information |
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Name | Dodjie Lagazo |
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Designation | General Counsel; Assistant Corporate Secretary; Compliance Officer |