C04059-2021

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)
Jun 10, 2021
2. SEC Identification Number
39274
3. BIR Tax Identification No.
000-506-020-000
4. Exact name of issuer as specified in its charter
AC Energy Corporation
5. Province, country or other jurisdiction of incorporation
Makati City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
4th Floor, 6750 Office Tower, Ayala Avenue, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(02) 7730 6300
9. Former name or former address, if changed since last report
N/A
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 Shares 21,540,037,644
11. Indicate the item numbers reported herein
N/A

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.

AC Energy CorporationACEN

PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Amendments to the Articles of Incorporation of the Company
Background/Description of the Disclosure

Please be informed that during the regular board meeting held on 18 March 2021, the Board of Directors of the Company (1) re-confirmed its approval of the increase of its authorized capital stock to P48,400,000,000.00, and (2) approved a further amendment to the Articles of Incorporation of the Company to increase the number of shares exempt from the pre-emptive right of shareholders for issuance of shares in exchange for property needed for corporate purposes or in payment of previously contracted debt from 16 billion shares to 24 billion shares.

The Board of Directors previously approved the increase of its authorized capital stock to P48,400,000,000.00 in its meeting held on 18 March 2020, as disclosed under report nos. C02102-2020, C02885-2020, C00123-2021.

The (1) amendment to increase the number of shares exempt from the pre-emptive right of shareholders for issuance of shares in exchange for property needed for corporate purposes or in payment of previously contracted debt, from 16 billion shares to 24 billion shares, and (2) increase of the Company’s authorized capital stock to P48,400,000,000.00 will be presented for approval of the stockholders’ during the Company’s Annual Stockholders’ Meeting on 19 April 2021.

In support of the increase in authorized capital stock, AC Energy and Infrastructure Corporation (“ACEIC”) subscribed to 16,685,800,533 shares (the “Shares”) at a subscription price of Php 5.15 per share, or an aggregate subscription price of Php 85,931,872,744.95 in exchange for ACEIC assigning to the Company its 1,650,166,347 common shares and 15,035,347,600 redeemable preferred shares in AC Energy International, Inc., which holds ACEIC’s international renewable assets.

On 10 June 2021, the Company received the Securities and Exchange Commission’s (“SEC”) approval of the Company’s amended Articles of Incorporation, and the Certificate of Approval of Increase in Authorized Capital Stock, both dated 07 June 2021.

Please note that the SEC's approval of the increase in the Company's authorized capital stock is subject to the conditions set forth in the Guidelines Covering the Use of Properties that Require Ownership as Paid-Up capital of Corporations adopted by the SEC on 15 November 1994, and as amended on 8 August 2013, per SEC Memorandum Circular No. 14, series of 2013.

This disclosure is amended today to reflect the date of SEC approval of the increase and the receipt thereof by the Company.
Date of Approval by
Board of Directors		 Mar 18, 2021
Date of Approval by Stockholders Apr 19, 2021
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency, if applicable N/A
Date of Approval by Securities and Exchange Commission Jun 7, 2021
Date of Receipt of SEC approval Jun 10, 2021
Amendment(s)
Article No. From To
Seventh SEVENTH: That the authorized capital stock of said corporation is TWENTY-FOUR BILLION FOUR HUNDRED MILLION PESOS (P24,400,000,000.00) Philippine Currency, and said capital stock is divided into TWENTY-FOUR BILLION FOUR HUNDRED MILLION (24,400,000,000) shares with a par value of One Peso (P1.00) per share. xxx SEVENTH: That the authorized capital stock of said corporation is FORTY EIGHT BILLION FOUR HUNDRED MILLION PESOS (P48,400,000,000.00) Philippine Currency, and said capital stock is divided into FORTY-EIGHT BILLION FOUR HUNDRED MILLION (48,400,000,000) shares with a par value of One Peso (P1.00) per share. xxx
Seventh xxx That existing stockholders shall have no pre-emptive right in relation to shares issued in good faith in exchange for property needed for corporate purposes or in payment of a previously contracted debt, provided however, that shares to be issued for this purpose shall not exceed sixteen (16) billion shares. xxx That existing stockholders shall have no pre-emptive right in relation to shares issued in good faith in exchange for property needed for corporate purposes or in payment of a previously contracted debt, provided however, that shares to be issued for this purpose shall not exceed twenty (24) billion shares.
Rationale for the amendment(s)

The proposed increase in authorized capital stock is meant to enable the implementation of the assets-for-share swap between the Company and AC Energy and Infrastructure Corporation ("ACEIC") for the latter’s international assets, and provide future capital raising exercises to fund its various greenfield projects and other acquisitions.

The proposed increase in the number of shares that are exempt from the pre-emptive right of existing shareholders is meant to implement the property for share swap for the infusion by ACECI of its international assets into the Company.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC May 31, 2021
Expected date of SEC approval of the Amended Articles of Incorporation Aug 31, 2021
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The proposed amendment will allow the Company to acquire assets needed for corporate purposes.
Other Relevant Information

Please see attachments.
Filed on behalf by:
Name Alan Ascalon
Designation Vice President/ Asst. Corporate Secretary