C07694-2026

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Oct 28, 2026
2. SEC Identification Number
CS201627300
3. BIR Tax Identification No.
009-468-103
4. Exact name of issuer as specified in its charter
MGEN Renewables Inc.
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Rockwell Business Center, Ortigas Avenue, Barangay Ugong, Pasig City, Second District, National Capital Region, Philippines Postal Code 1604
8. Issuer's telephone number, including area code
0284641630
9. Former name or former address, if changed since last report
SP New Energy Corporation
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common 50,073,050,000
11. Indicate the item numbers reported herein
Item 9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

SP New Energy CorporationSPNEC

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Share Swap Between MGEN Renewables Inc. (formerly SP New Energy Corporation) and MGEN Renewable Energy, Inc.
Background/Description of the Disclosure

The Board of Directors, upon the favorable recommendation of the Risk Oversight and Related Party Transactions (“RO-RPT”) Committee of MGEN Renewables Inc. (“MGENR/SPNEC” or the “Company”), approved the proposed share swap between the Company and its parent company, MGEN Renewable Energy, Inc. (“MGEN Renewables”).

The transaction consists of the transfer by MGEN Renewables of its shareholdings in Greenergy for Global Inc. (“GGI”), Greentech Solar Energy, Inc. (“GSEI”), CACI Power Corporation (“CPC”), Nuevo Solar Energy Corporation (“NSEC”), and PowerSource First Bulacan Solar Inc. (“PFBSI”) (the “MGEN Renewables Assets”) to the Company for newly issued MGENR/SPNEC shares. In consideration of the MGEN Renewables Assets, the Company will issue approximately 3.1125 billion shares to MGEN Renewables.

The proposed valuation of the MGEN Renewables Assets at PhP4.98 billion and the Company at PhP1.60 per share is within the valuation range determined by the independent valuation specialist engaged by the Company. In addition, the Company’s valuation of PhP1.60 per share represents a 30.08% premium to the closing price of PhP1.23 per share as of 23 October 2026.
Date of Approval by
Board of Directors		 Oct 27, 2026
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The transaction forms part of a broader strategy to consolidate the operating assets of MGEN Renewable Energy, Inc. into MGENR, further strengthening MGENR as Meralco PowerGen Corporation’s primary listed renewable energy platform.

The addition of operating renewable energy assets is expected to enhance MGENR's asset base and provide immediate cash flow contributions from the operating projects.
Details of the acquisition or disposition
Date TBA
Manner

The transaction consists of the transfer by MGEN Renewables of its shareholdings in GGI, GSEI, CPC, NSEC, and PFBSI to the Company for newly issued MGENR/SPNEC common shares that will be sourced from the Company’s unissued authorized capital stock. In consideration of the MGEN Renewables Assets valued at PhP4.98 billion, the Company will issue in favor of MGEN Renewables approximately 3.1125 billion common shares at PhP1.60 per share.
Description of the company to be acquired or sold

1. GGI – Owns and operates a 52.7 MWac solar power plant located in Cordon, Isabela
2. GSEI – Owns and operates a 19.82 MWac solar power plant located in Bongabon, Nueva Ecija
3. CPC – Owns 100% stake in PH Renewables, Inc., which owns and operates an 80.1 MWac solar power plant located in Baras, Rizal
4. NSEC – Owns and operates a 68.7 MWac solar power plant located in Currimao, Ilocos Norte
5. PFBSI – Owns and operates a 55.0 MWac solar power plant located in San Miguel, Bulacan
The terms and conditions of the transaction
Number of shares to be acquired or disposed -
Percentage to the total outstanding shares of the company subject of the transaction -
Price per share See Other Relevant Information
Nature and amount of consideration given or received

For the MGEN Renewables Assets, the Company will exchange approximately 3.1125 billion newly issued common shares at PhP1.60 per share or for a total consideration amounting to PhP4.98 billion.
Principle followed in determining the amount of consideration

The Company valued the MGEN Renewables Assets and the MGENR shares using the discounted cash flow method. The resulting valuations for both the MGEN Renewables Assets and the Company fall within the valuation range determined by FTI Consulting Philippines, the independent valuation specialist engaged by the Company for the transaction.
Terms of payment

To be disclosed upon finalization and execution of the Share Swap Agreement.
Conditions precedent to closing of the transaction, if any

To be disclosed upon finalization and execution of the Share Swap Agreement.
Any other salient terms

To be disclosed upon finalization and execution of the Share Swap Agreement.
Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
MGEN Renewable Energy, Inc. Parent Company
Effect(s) on the business, financial condition and operations of the Issuer, if any

The share swap is expected to strengthen the Company’s investment profile by expanding its revenue base through the addition of cash-generating operating assets, further establishing the Company as Meralco PowerGen Corporation’s primary listed renewable energy platform, and potentially enhancing its attractiveness to institutional investors for future capital-raising activities, including a potential re-Initial Public Offering.

Upon closing of the share swap transaction, MGEN Renewables’ shareholding in the Company will increase from 28,707,305,002 to 31,819,805,002 common shares or from 57.3308% to 59.8279% ownership percentage. MGEN Renewables will retain control of the Company.
Other Relevant Information

Number of Shares to be Acquired or Disposed:

The shares of MGEN Renewables in the following entities will be acquired by the Company via share swap:

GGI – 190,000 common shares and 344,000 preferred shares
GSEI – 981,340 common shares and 213,866 preferred shares
CPC – 60,060,000 common shares and 672,860 preferred shares
NSEC - 41,639,241 common shares and 527,430,384 preferred shares
PFBSI - 1,350,779 common shares

Percentage to the Total Outstanding Shares of the Company Subject of the Transaction:

GGI – 98.16%
GSEI – 100%
CPC – 60%
NSEC – 50%
PFBSI – 60%

Price per Share:

For the MGEN Renewables Assets, the Company will exchange approximately 3.1125 billion newly issued common shares at PhP1.60 per share.
Filed on behalf by:
Name Jo Marianni Ocampo-Jalbuena
Designation Corporate Secretary