C04132-2021 |
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 |
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Subject of the Disclosure |
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Subscription by the Company of shares in Buendia Christiana Holdings Corp. |
Background/Description of the Disclosure |
The Company, AC Energy Corporation ("ACEN"), signed a subscription agreement with wholly-owned subsidiary Buendia Christiana Holdings Corp. ("BCHC") for the subscription by ACEN of: (a) 75,000,000 Redeemable Preferred A Shares (“RPS A”) with a par value of Php 0.10 per share, and (b) 4,075,000 Redeemable Preferred B Shares (“RPS B”) with a par value of Php100.00 per share, for a total par value of Php415,000,000.00 (the “Subscription Price), to be issued out of the increase in authorized capital stock (“ACS”) of BCHC. |
Date of Approval by Board of Directors |
Aug 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 BCHC to fund acquisition of potential project sites. |
Date | Jun 15, 2021 |
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Manner |
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Subscription to RPS A and RPS B |
Description of the company to be acquired or sold |
BCHC is a subsidiary of ACEN, and is a special purpose vehicle which will own land for the Company’s development projects. |
Number of shares to be acquired or disposed | 79,075,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 30.97 |
Price per share | Php 0.10 - RPS A; Php 100.00 - RPS B |
Nature and amount of consideration given or received |
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Total Subscription Price of Php415,000,000.00 for the 75,000,000 RPS A and 4,075,000 RPS B to be fully paid on date of acquisition |
Principle followed in determining the amount of consideration |
Subscription at par value for 75,000,000 RPS A and 4,075,000 RPS B |
Terms of payment |
Upon date of acquisition, full payment of the Subscription Price in the amount of Php415,000,000.00. |
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 BCHC and full payment of the Subscription Price |
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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Buendia Christiana Holdings Corp. | A subsidiary of the Company |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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Investment in the Company’s subsidiary, to be used for the Company’s future projects. |
Other Relevant Information |
The figure under “Percentage to the total outstanding shares of the company subject of the transaction” assumes SEC approval of the increase in BCHC’s authorized capital stock. |
Name | Alan Ascalon |
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Designation | Vice President/ Asst. Corporate Secretary |