| C07467-2026 |
| Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
|---|---|---|
| Common Shares | 39,969,736,051 | |
| Series A Preferred Shares | 8,341,500 | |
| Series B Preferred Shares | 16,658,500 |
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ACEN CORPORATIONACEN| Subject of the Disclosure |
|---|
Subscription by ACEN to shares in Giga Ace 8, Inc. |
| Background/Description of the Disclosure |
ACEN CORPORATION ("ACEN") entered into a Subscription Agreement with its wholly owned subsidiary, Giga Ace 8, Inc. (the "SPV"), for an additional subscription by ACEN of 300 million Redeemable Preferred Shares "A" with a par value of Php10.00 per share, for a total subscription price of Php 3 billion (the "Subscription Price"), to be issued out of the increase of the SPV’s authorized capital stock (“ACS”). |
| Date of Approval by Board of Directors |
Mar 9, 2026 |
|---|
| Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
|---|
The Subscription Price shall be used to finance the construction of the SPV's 300.011MWp / 237MWAC Palauig Solar 2 and 240MW / 520MWh Palauig 2 Battery Energy Storage System (BESS) Projects. |
| Date | Oct 16, 2026 |
|---|
| Manner |
|---|
Subscription to Redeemable Preferred Shares "A". |
| Description of the company to be acquired or sold |
Giga Ace 8, Inc. is a special purpose vehicle of ACEN currently constructing 300.011MWp / 237MWAC Palauig Solar 2 and 240MW / 520MWh Palauig 2 Battery Energy Storage System (BESS) Projects. |
| Number of shares to be acquired or disposed | 300,000,000 |
|---|---|
| Percentage to the total outstanding shares of the company subject of the transaction | 31.5 |
| Price per share | 10 |
| Nature and amount of consideration given or received |
|---|
Cash payment for a total Subscription Price of Php 3 billion. |
| Principle followed in determining the amount of consideration |
Subscription at par value. |
| Terms of payment |
An initial payment of the Subscription Price in the amount of Php 2 billion shall be made upon execution of the Subscription Agreement. The balance of the Subscription Price shall be payable, in whole or in tranches, upon demand by the SPV, as may be required based on the SPV's funding requirements and exigencies, and subject to the approval of the SPV's Board of Directors. |
| Conditions precedent to closing of the transaction, if any |
Full payment of the Subscription Price and the approval by the Securities and Exchange Commission ("SEC") of the increase in the authorized capital stock ("ACS") of the SPV. |
| Any other salient terms |
None. |
| Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
|---|---|---|
| Giga Ace 8, Inc. | A wholly owned subsidiary of ACEN CORPORATION |
| Effect(s) on the business, financial condition and operations of the Issuer, if any |
|---|
Additional investment in a wholly owned subsidiary. |
| Other Relevant Information |
The number of additional shares acquired is equivalent to 300 million Redeemable Preferred “A” shares to be issued out of the increase in the SPV’s ACS. |
| Name | Candy Dacanay-Datuon |
|---|---|
| Designation | Assistant Vice President |