| C07885-2026 |
| 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 |
|---|
ACEN Subscription to Shares in ACEN Operations Services, Inc. |
| Background/Description of the Disclosure |
ACEN CORPORATION ("ACEN") entered into a Subscription Agreement with its wholly owned subsidiary, ACEN Operations Services Inc. (“ACEN Ops”), for the subscription to (a) 3,525,000 common shares at a par value of Php1.00 per share; and (b) 31,725,000 redeemable preferred shares at a par value of Php1.00 per share or a total subscription price of Php 35,250,000.00 (“Subscription Price”), to be issued from the unissued capital stock of ACEN Ops. |
| Date of Approval by Board of Directors |
Oct 7, 2024 |
|---|
| Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
|---|
The subscription is pursuant to a committed funding by ACEN to ACEN Ops, its wholly-owned subsidiary, to enable ACEN Ops’ provision of management, technical, administrative, and support services for the operation, maintenance, performance, and regulatory compliance of ACEN’s Philippine power generation and energy storage assets. |
| Date | Nov 5, 2026 |
|---|
| Manner |
|---|
Subscription to common shares and redeemable preferred shares. |
| Description of the company to be acquired or sold |
ACEN Ops provides management, technical, administrative and support related services for the operation and maintenance of ACEN’s Philippine operating companies. |
| Number of shares to be acquired or disposed | As mentioned above |
|---|---|
| Percentage to the total outstanding shares of the company subject of the transaction | 56% |
| Price per share | Php1.00 per share |
| Nature and amount of consideration given or received |
|---|
The subscription price will be paid in cash. |
| Principle followed in determining the amount of consideration |
Subscription at par value of Php 1.00 per share. |
| 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 | |
|---|---|---|
| ACEN Operations Services, 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 |
- |
| Name | Candy Dacanay-Datuon |
|---|---|
| Designation | Assistant Vice President |