C03170-2021

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)
May 7, 2021
2. SEC Identification Number
98780
3. BIR Tax Identification No.
002-727-393
4. Exact name of issuer as specified in its charter
ABACORE CAPITAL HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
METRO MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
135 J.P. RIZAL ST., BRGY. MILAGROSA, PROJECT 4, QUEZON CITY Postal Code 1109
8. Issuer's telephone number, including area code
(02) 8724-3759 / 8725-7875
9. Former name or former address, if changed since last report
ABACUS CONSOLIDATED RESOURCES & HOLDINGS, INC.
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 SHARE 3,185,934,029
AMOUNT OF DEBT OUTSTANDING AS OF SEPT. 30, 2020 151,035,300
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.

AbaCore Capital Holdings, Inc.ABA

PSE Disclosure Form 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure

ACQUISITION OF SIMLONG ENERGY DEVELOPMENT CORPORATION
Background/Description of the Disclosure

The Board of Directors of Abacore Capital Holdings, Inc., on May 05, 2021 approved the acquisition of Simlong Energy Development Corporation (“SEDCO”). In the acquisition, ABA will subscribe to Php900 Million of the increase in SEDCO’s authorized capital stock, making SEDCO a subsidiary of ABA. ABA will then own at least 90% of SEDCO.

In 2019 SEDCO entered into MOUs with China Petroleum Pipeline Engineering Company Limited for the development of the Simlong Energy Industrial Park Project in the Province of Batangas, and with China Harbour Engineering Limited Company, both projects are part of China’s One Belt One Road initiative.
The China Petroleum Pipeline Engineering Co., Ltd. (CPP) is a subsidiary of the China National Petroleum Corporation and the primary builder of pipelines in China. The company has built much of the cross-country pipeline infrastructure in China and had several large-scale projects abroad.

China Harbour Engineering Company Ltd (CHEC) is an engineering contractor and a subsidiary of China Communications Construction Company (CCCC), providing infrastructure construction, such as marine engineering, dredging and reclamation, road and bridge, railways, airports and plant construction. It is the second largest dredging company in the world, carrying out projects in Asia, Africa, and Europe.

Being a major operation arm of CCCC on international level, CHEC's more than 70 branches and representative offices have a global foot print in over 80 countries with a human resource strength of more than 15,000 undertaking hundreds of international projects in the total turnover of US$16 billion dollars.

- MOU with CPPEC is to cooperate for the Energy Park with respect to, but not limited to engineering, design, procurement, construction, financing, and trading.
- MOU with (CHELC) to invite CHELC to invest in the Energy park and/or find third parties to invest in the Energy Park

The subscription agreement between ABA and SEDCO was signed on May 06, 2021.
Date of Approval by Board of Directors May 5, 2021
Date of Approval by Stockholders TBA
Other Relevant Regulatory Agency, if applicable SECURITIES AND EXCHANGE COMMISSION
Date of Approval by Relevant Regulatory Agency TBA
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The transaction creates the Abacore Energy Hub, an industrial location for energy related projects like power plants, liquid natural gasification projects.

This has been the vision of SEDCO with reference to its 2019 agreements with Chinese third parties.

In 2019 SEDCO entered into MOUs with China Petroleum Pipeline Engineering Company Limited (CPPEC) for the development of the Simlong Energy Industrial Park Project in the Province of Batangas, and with China Harbour Engineering Limited Company (CHELC), both projects are part of China’s One Belt One Road initiative.

- MOU with CPPEC is to cooperate for the Energy Park with respect to, but not limited to engineering, design, procurement, construction, financing, and trading.
- MOU with (CHELC) to invite CHELC to invest in the Energy park and/or find third parties to invest in the Energy Park
SEDCO will be the corporate vehicle where affiliates of Abacore will consolidate land assets that will be part of the Abacore Energy Hub. At the same time, SEDCO will be the corporate vehicle that will acquire and consolidate more land as needed for the Abacore Energy Hub. The details of the consolidation are being worked on in the most tax efficient manner, which will disclosed to the public in due time in accordance with the disclosure rules of the exchange.

The Abacore Energy Hub will be a one stop shop for energy projects which is in line with Batangas’ reputation of being the most “powerful” as it contains and produces most of the energy needs of the entire Luzon.

The listed company, Abacore, will be the prime mover and will take the lead in the project which will result in huge recurring revenues for the vast revolutionary project.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

Abacore will acquire 900 million shares of SEDCO at a par value of One Peso (P1.00) per share, for a total value of 900 million pesos upon approval by the regulatory bodies of the increase of authorized capital stock of SEDCO from 100 million to 1 billion pesos. As such, SEDCO will become a subsidiary of ABA.

SEDCO will file within the next week the application for the increase of authorized capital stock. The increase shall be subject to the approval of the Securities and Exchange Commission and other regulatory agencies as required by law. The Parties hope to achieve this process within the next 2-3 months.

After approval by the regulatory bodies, Documentary Stamp Taxes will have to be paid for the subscription on the 5th after the month it is approved.
Identities of the parties to the transaction
Name Nature of Business Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
AbaCore Capital Holdings, Inc. AbaCore Capital Holdings, Inc. is a holding company whose shares are listed and traded in the Philippine Stock Exchange (trading symbol: ABA). AbaCore Capital Holdings, Inc. was incorporated in 1981 as Piedra Negra Mining Corporation, a coal mining company, and publicly listed its shares on October 28, 1987. In 1993 AbaCore Capital Holdings, Inc. expanded into the leasing of gaming equipment and formed Pacific Online Systems Corporation together with two other partners. On June 26, 2005 AbaCore Capital Holdings, Inc. completed the acquisition of its real estate and financial services businesses through the acquisition of Philippine Regional Investment Development corporation via a stock swap. At present, AbaCore Capital Holdings, Inc. has interests in the leasing of gaming equipment, gold and coal mining, real estate and financial services. Simlong Energy Development Corporation is currently an affiliate of ABA through Abacus Global Technovisions, Inc. which ABA is a 9% shareholder. The authorized capital stock of SEDCO will be increased to 1 billion pesos from 100 million pesos.
Simlong Energy Development Corporation Simlong Energy Development Corp. (SEDCO) was incorporated on the 15th of November 2013 with an authorized capital stock of One Hundred Million Pesos. SEDCO’s primary purpose is to carry on the business of constructing, establishing, operating, and setting up of power plants, terminals for natural gas, pipelines for distribution of energy products, generating, buying, selling, brokering, storing, transmitting, distributing energy derived from viable sources of power, including but not limited to coal, fossil fuel, geothermal, nuclear, natural gas, hydroelectric and wind, for lighting and power purposes, to any person or entity, commercial and/or industrial centers/parks, economic zones and the general public, and for this purpose, enter into contracts either alone or jointly with any other person or entity for the purpose of carrying out its business; It has an endorsement from the Department of Energy for said primary purpose. It is currently an affiliate of ABA through Abacus Global Technovisions, Inc. which ABA is a 9% shareholder. The authorized capital stock of SEDCO will be increased to 1 billion pesos from 100 million pesos.
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)

Par value of P1 per share based on the Articles of Incorporation of SEDCO. The aggregate value is 900 million pesos for 900 million shares.

The Par value of SEDCO paid by ABA is much lower than its expected and realistic value of the Abacore Energy Hub project; Considering the land asset that is already owned by SEDCO in Batangas, and plans of SEDCO to develop, consolidate, and locate the Abacore Energy Hub, the par value doesn’t reflect these premiums.

900 million shares, which, at an approved authorized capital stock of 1 billion pesos will make Abacore Directly owner of 90% of SEDCO and 92.5% more or less indirectly through its affiliate Abacus Global Technovisions, Inc. Aba owns a 9% stake more or less in Abacus Global Technovisions, Inc.

Approval of the increase of authorized capital stock of SEDCO from 100 million to 1 billion by the Securities and Exchange Commission and other necessary regulatory bodies.
Basis upon which the amount of consideration or value of the transaction was determined

Par value based on the Articles of Incorporation of SEDCO. The Par value of SEDCO paid by ABA is much lower than its expected and realistic value of the Abacore Energy Hub project; Considering the land asset that is already owned by SEDCO in Batangas, and plans of SEDCO to develop, consolidate, and locate the Abacore Energy Hub, the par value doesn’t reflect these premiums.
The number of shares to be acquired 900 million shares
Ratio/percentage to total outstanding capital stock 90
Terms of payment

Upon approval of the increase of authorized capital stock of SEDCO from 100 million to 1 billion by the Securities and Exchange Commission and other necessary regulatory bodies, Abacore will pay 250 milliion pesos to SEDCO. The difference will be paid as needed by SEDCO.
Conditions precedent to closing of the transaction, if any

Approval of the increase of authorized capital stock of SEDCO from 100 million to 1 billion by the Securities and Exchange Commission and other necessary regulatory bodies.
Description of the company subject of the transaction
Nature and business

Simlong Energy Development Corp. (SEDCO) was incorporated on the 15th of November 2013 with an authorized capital stock of One Hundred Million Pesos. SEDCO’s primary purpose is to carry on the business of constructing, establishing, operating, and setting up of power plants, terminals for natural gas, pipelines for distribution of energy products, generating, buying, selling, brokering, storing, transmitting, distributing energy derived from viable sources of power, including but not limited to coal, fossil fuel, geothermal, nuclear, natural gas, hydroelectric and wind, for lighting and power purposes, to any person or entity, commercial and/or industrial centers/parks, economic zones and the general public, and for this purpose, enter into contracts either alone or jointly with any other person or entity for the purpose of carrying out its business; It has an endorsement from the Department of Energy for said primary purpose. It is currently an affiliate of ABA through Abacus Global Technovisions, Inc. which ABA is a 9% shareholder. The authorized capital stock of SEDCO will be increased to 1 billion pesos from 100 million pesos.
Discussion of major projects and investments

In 2019 SEDCO entered into MOUs with China Petroleum Pipeline Engineering Company Limited for the development of the Simlong Energy Industrial Park Project in the Province of Batangas, and with China Harbour Engineering Limited Company, both projects are part of China’s One Belt One Road initiative.
The China Petroleum Pipeline Engineering Co., Ltd. (CPP) is a subsidiary of the China National Petroleum Corporation and the primary builder of pipelines in China. The company has built much of the cross-country pipeline infrastructure in China and had several large-scale projects abroad.

China Harbour Engineering Company Ltd (CHEC) is an engineering contractor and a subsidiary of China Communications Construction Company (CCCC), providing infrastructure construction, such as marine engineering, dredging and reclamation, road and bridge, railways, airports and plant construction. It is the second largest dredging company in the world, carrying out projects in Asia, Africa, and Europe.

Being a major operation arm of CCCC on international level, CHEC's more than 70 branches and representative offices have a global foot print in over 80 countries with a human resource strength of more than 15,000 undertaking hundreds of international projects in the total turnover of US$16 billion dollars.

- MOU with CPPEC is to cooperate for the Energy Park with respect to, but not limited to engineering, design, procurement, construction, financing, and trading.
- MOU with (CHELC) to invite CHELC to invest in the Energy park and/or find third parties to invest in the Energy Park
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
NA 0

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
COMMON 100000000 100,000,000
Subscribed Shares
Type of Security Amount Number of Shares
COMMON 25000000 25,000,000
Paid-Up Capital
Amount 6250000
Number of Shares 6,250,000
Issued Shares
Type of Security Amount Number of Shares
COMMON 6250000 6,250,000
Outstanding Shares
Type of Security Amount Number of Shares
COMMON 25000000 25,000,000
Par Value
Type of Security Amount
COMMON 1
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
ABACUS GLOBAL TECHNOVISIONS, INC. 24,999,995 100
Board of Directors
Name (Regular or Independent)
RAUL B. DE MESA Chairman/Independent
REGINA O. REYES Vice-Chairman/Regular
JIANG CHEN President/Regular
ARTURO V. MAGTIBAY EVP/Regular
ANTONIO V.F. GREGORIO III Regular
Principal Officers
Name Position/Designation
RAUL B. DE MESA Chairman
REGINA O. REYES Vice-Chairman
JIANG CHEN President
ARTURO V. MAGTIBAY Execuritve Vice President
VICENTE RAFAEL L. ROSALES Corp. Secretary
HAZEL CAOC Treasurer
Effect(s)/impact on the business, financial condition and operations of the Issuer

Increase of cash flow for consolidation of land into the Abacore Energy Hub.

The transaction creates the Abacore Energy Hub, an industrial location for energy related projects like power plants, liquid natural gasification projects.
This has been the vision of SEDCO with reference to its 2019 agreements with Chinese third parties.

In 2019 SEDCO entered into MOUs with China Petroleum Pipeline Engineering Company Limited for the development of the Simlong Energy Industrial Park Project in the Province of Batangas, and with China Harbour Engineering Limited Company, both projects are part of China’s One Belt One Road initiative.

- MOU with CPPEC is to cooperate for the Energy Park with respect to, but not limited to engineering, design, procurement, construction, financing, and trading.
- MOU with (CHELC) to invite CHELC to invest in the Energy park and/or find third parties to invest in the Energy Park

SEDCO will be the corporate vehicle where affiliates of Abacore will consolidate land assets that will be part of the Abacore Energy Hub. At the same time, SEDCO will be the corporate vehicle that will acquire and consolidate more land as needed for the Abacore Energy Hub.

The Abacore Energy Hub will be a one stop shop for energy projects which is in line with Batangas’ reputation of being the most “powerful” as it contains and produces most of the energy needs of the entire Luzon.
The listed company, Abacore, will be the prime mover and will take the lead in the project which will result in huge recurring revenues for the vast revolutionary project.
Other Relevant Information

SEE ATTACHED DOCUMENTS
Filed on behalf by:
Name Rico De Los Reyes
Designation Comptroller