| C06850-2026 |
| 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") disposes of its Common shares held in Solar Pacific Pristine Power Inc. ("SPPPI"), in favor of Alternergy Solar Holdings Corporation ("ASHCo") |
| Background/Description of the Disclosure |
In a meeting held on 25 September 2024, the Board of Directors of Alternergy Holdings Corporation ("ALTER") approved the disposition of its Common shares held in special purpose vehicle Solar Pacific Pristine Power Inc. ("SPPPI") in favor of Alternergy Solar Holdings Corporation ("ASHCo"), which company ALTER fully owns as it is the intermediate holding company for its solar project companies. The disposition of shares shall be subject to necessary third party consent, including project lenders. |
| Date of Approval by Board of Directors |
Sep 15, 2026 |
|---|
| Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
|---|
Disposition of shares in favor of ASHCo is pursuant to re-organization initiatives for ALTER's solar energy portfolio and align with the existing structures already implemented for ALTER's wind and hydro groups |
| Date | Sep 15, 2026 |
|---|
| Manner |
|---|
Execution of a Deed of Sale of Shares of Stock |
| Description of the company to be acquired or sold |
Solar Pacific Pristine Power Inc. ("SPPPI") is the project company incorporated in Palau in 2021 for the purpose of developing and operating the Palau solar with battery energy storage system project. |
| Number of shares to be acquired or disposed | 750,000 |
|---|---|
| Percentage to the total outstanding shares of the company subject of the transaction | 10 |
| Price per share | 95.20 (for both Preferred "A" & Common "A" Shares) |
| Nature and amount of consideration given or received |
|---|
This disclosure is being AMENDED to reflect the updated amount of consideration (following the valuation report) which is PhP 71,400,000.00 in cash |
| Principle followed in determining the amount of consideration |
This disclosure is being AMENDED to reflect that the amount of consideration was determined following a valuation report. |
| Terms of payment |
One-time payment upon execution of transfer documentation. |
| Conditions precedent to closing of the transaction, if any |
NA |
| Any other salient terms |
NA |
| Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
|---|---|---|
| Alternergy Solar Holdings Corporation | fully-owned, intermediate holding company for solar assets of ALTER |
| Effect(s) on the business, financial condition and operations of the Issuer, if any |
|---|
The sale will make ALTER the indirect owner of the shares of the project company with ASHCo being the intermediate holding company for the group's solar portfolio to align with the existing structures already implemented for ALTER's wind and hydro groups |
| Other Relevant Information |
This disclosure is being AMENDED as set forth in item (6) in the attached SEC Form 17-C. |
| Name | Kimberly Rose Pagdilao |
|---|---|
| Designation | Corporate Counsel / Deputy CIO |