C03536-2021 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 21,540,037,644 |
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.
Subject of the Disclosure |
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Subscription by the Company to shares in Pagudpud Wind Power Corp. |
Background/Description of the Disclosure |
The Company, AC Energy Corporation ("ACEN"), signed a subscription agreement with the Issuer, Pagudpud Wind Power Corp. ("PWPC") for the subscription by ACEN of 3,033,255 Common Shares and 27,299,298 Class A Redeemable Preferred Shares ("RPS A") of PWPC. |
Date of Approval by Board of Directors |
Mar 18, 2020 |
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Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
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The subscription will be used by the Issuer to subscribe to shares in Bayog Wind Power Corp. (“BWPC”), which will be used by BWPC to fund initial works to start the construction of the Balaoi and Caunayan Wind Power Project in Barangays Balaoi and Caunayan, Pagudpud, Ilocos Norte |
Date | May 19, 2021 |
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Manner |
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Subscription to Common Shares and RPS A |
Description of the company to be acquired or sold |
PWPC owns 60% of BWPC, which is developing the 160MW Balaoi and Caunayan Wind Power Project located in Barangays Balaoi and Caunayan, Pagudpud, Ilocos Norte, Philippines. |
Number of shares to be acquired or disposed | 30,332,553 |
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Percentage to the total outstanding shares of the company subject of the transaction | 99.83 |
Price per share | P100.00 - Common; P100.00 - RPS A |
Nature and amount of consideration given or received |
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Cash at Php1,775,584,800 in partial payment; Balance shall be paid until first quarter of 2022 |
Principle followed in determining the amount of consideration |
Subscription at par value |
Terms of payment |
58.6% payment for the Common Shares and 58.6% payment for the RPS A |
Conditions precedent to closing of the transaction, if any |
Subject to the necessary regulatory approvals from the SEC on the increase in authorized capital stock of PWPC |
Any other salient terms |
None |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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Pagudpud Wind Power Corp. | A subsidiary of ACEN |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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Additional investment in a subsidiary. |
Other Relevant Information |
The figure under “Percentage to the total outstanding shares of the company subject of the transaction” assumes SEC approval of PWPC's application for increase in ACS. |
Name | Alan Ascalon |
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Designation | Vice President/ Asst. Corporate Secretary |