C01847-2025 |
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 shares in ACEN Technical Services, Inc. (“ACEN TSI”) |
Background/Description of the Disclosure |
On 21 March 2025, the Company signed a Subscription Contract with ACEN TSI for the subscription by the Company to 7,500 common shares at par value of Php100.00 per common share and 67,500 redeemable preferred shares (“RPS”) at an issue price of Php1,100 per RPS, to be issued out of the unissued portion of the authorized capital stock of ACEN TSI. |
Date of Approval by Board of Directors |
Dec 15, 2023 |
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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 subscription will allow provide additional funding to ACEN TSI, which was constituted as the ACEN Group's development and construction shared services company for Philippine Development. |
Date | Mar 21, 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 |
ACEN TSI was constituted as the ACEN Group's development and construction shared services company for Philippine Development. |
Number of shares to be acquired or disposed | 75,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 86.2 |
Price per share | See Other Information |
Nature and amount of consideration given or received |
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Full payment of Subscription Price of Php75,000,000.00 |
Principle followed in determining the amount of consideration |
Subscription at par value for common shares; Subscription with premium, as agreed by the parties, for RPS |
Terms of payment |
Cash |
Conditions precedent to closing of the transaction, if any |
None |
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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ACEN Technical Services, Inc. | Subsidiary of the Company |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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Investment to be used for the operations of ACEN TSI |
Other Relevant Information |
The 75,000 total shares to be acquired is made up of 7,500 common shares and 67,500 RPS. |
Name | Dodjie Lagazo |
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Designation | General Counsel; Assistant Corporate Secretary; Compliance Officer |