C07268-2021 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 38,225,838,177 |
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Subject of the Disclosure |
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Acquisition by ACEN of the effective ownership interest of UPC Renewables Asia Pacific Holdings Pte Limited (“UPCAPH”) and Mr. Anton Rohner in UPC-AC Renewables Australia |
Background/Description of the Disclosure |
On 18 October 2021, the Board of Directors approved the acquisition by the Company, through its subsidiary AC Renewables International Pte Ltd (“ACRI”), a Singapore company, of the [effective] ownership interest of its joint venture partner UPC Renewables Asia Pacific Holdings Pte Limited (“UPCAPH”) and Mr. Anton Rohner in UPC-AC Renewables Australia, their joint venture holding company for Australia energy and power projects and investments, for up to USD243.3 million (subject to adjustments), subject to agreed conditions precedent and required partner, financing, and regulatory approvals, including as applicable, from the Foreign Investment Review Board (“FIRB”) of Australia, and subject further to execution of definitive documentation. |
Date of Approval by Board of Directors |
Oct 18, 2021 |
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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 acquisition of the remaining stake of the Company’s joint venture partners in UPC-AC Renewables Australia allows the Company to have full ownership and control of the joint venture company, which is currently constructing a 520 megawatts (MW) solar farm in New England, Australia and has a development pipeline of more than 8,000 MW spanning New South Wales, Tasmania, Victoria, and South Australia. |
Date | TBA |
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Manner |
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Payment in cash, subject to agreed conditions precedent and required corporate, financing and regulatory approvals, and subject to execution of definitive documentation |
Description of the company to be acquired or sold |
UPC-AC Renewables Australia is a joint venture of the Company through its subsidiary ACRI and UPC Renewables Asia Pacific Holdings Pte Limited. It is currently constructing a 520 MW solar farm in New England, Australia and has a development pipeline of more than 8,000 MW spanning New South Wales, Tasmania, Victoria, and South Australia. |
Number of shares to be acquired or disposed | - |
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Percentage to the total outstanding shares of the company subject of the transaction | 51.6 |
Price per share | TBA |
Nature and amount of consideration given or received |
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Up to USD243.3 million (subject to adjustments). |
Principle followed in determining the amount of consideration |
Consideration is the result of negotiation between the parties taking into account the valuation of UPC-AC Renewables Australia when the Company’s parent company, AC Energy and Infrastructure Corporation, infused its international assets into ACEN in exchange for additional ACEN common shares earlier this year. |
Terms of payment |
TBA |
Conditions precedent to closing of the transaction, if any |
Definitive Documentation |
Any other salient terms |
TBA |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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The transaction will have minimal effect on the ownership and capital structure of the Company. Upon completion of the issuance of up to 942 million common ACEN shares to UPCAPH and Mr. Rohner, they will own a combined 2.38% of the resulting outstanding shares of the Company. |
Other Relevant Information |
The interest which directors of the parties to the transaction have in the transaction, if any: The Company’s directors have no interest in the transaction. Mr. Rohner’s shares in UPC-AC Renewables Australia will be directly purchased by ACRI. |
Name | Alan Ascalon |
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Designation | Vice President/ Asst. Corporate Secretary |