Subject of the Disclosure:
Stock Rights Offering
Background/Description of the Disclosure:
On 11 November 2020, the Board of Directors of AC Energy Philippines, Inc. (PSE:ACEN) approved the pricing for, and volume of, the shares that will be issued pursuant to ACEN’s previously announced stock rights offering (the “Rights Offer” or the “SRO”). ACEN will issue 2,267,580,434 shares at PHP2.37 per share subject to the requisite approval by the Securities and Exchange Commission (“SEC”) of the details of the offer, including the offer price.
Previously, ACEN announced that it will conduct a stock rights offer and that its parent company, AC Energy, Inc. (“ACEI”), will not participate in the rights offer to provide maximum availability of rights shares to the minority stockholders, but that ACEI will have the option to participate in the institutional offer.
On 16 December 2020, the PSE approved ACEN’s application for the listing of additional shares of up to 2,267,580,434 common shares subject of the Rights Offer to all stockholders as of the Record Date of 13 January 2021 (the “Record Date”), at PHP2.37 per share, comprised of two rounds and a domestic institutional offer, as follows:
1. The First Round of the Offer consisting of a total of 2,267,580,434 Offer Shares, offered on a pre-emptive rights basis to Eligible Shareholders of the Company as of a determined Record Date where holders of Common Shares as of the Record Date who are eligible to participate in the Rights Offer are: (i) holders located inside the Philippines and (ii) holders located outside the Philippines where it is legal to participate in the Rights Offer under the securities laws of such jurisdiction without requiring registration or the need to obtain regulatory approvals under such laws (“Eligible Shareholder”), and where each Eligible Shareholder may subscribe to one (1) Share for every 1.11 Common Shares held, as of the Record Date.;
2. The Second Round of the Offer consisting of the unsubscribed Rights Shares from the First Round of the Rights Offer (“Additional Rights Shares”), which shall be offered to those shareholders that exercised their rights in the prior round and had simultaneously signified their intention to subscribe to any unsubscribed Rights Shares by tendering payment of the total Offer Price of all Rights Shares subscribed to, including all Rights Shares in excess of their entitlements.; and
3. The Domestic Institutional Offer, where the Joint Lead Underwriters BPI Capital Corporation and China Bank Capital Corporation will firmly underwrite the Rights Offer in accordance with an underwriting agreement to ensure that any Offer Shares that, after the mandatory Second Round of the Rights Offer are either not taken up or subscribed to by Eligible Shareholders or not paid for by Eligible Shareholders will be fully subscribed, and that in case there are Rights Shares remaining after the mandatory Second Round of the Rights Offer, the remaining Rights Shares shall be sold by the Joint Lead Underwriters to qualified buyers, as defined in the 2015 Implementing Rules and Regulations of the Code (“SRC IRR”) (“Institutional Investors”), at the same Offer Price as the Rights Shares (the “Institutional Offer”), and any shares herein not taken up by Institutional Investors shall be taken up by the Joint Lead Underwriters,
The PSE 's approval of the listing of the Offer Shares is subject to ACEN’s compliance with all applicable post-approval requirements of the PSE.
This disclosure was amended today, 22 December 2020, to correct the "End of Offer Period" to 5 February 2021.
Read more from Source PSE Edge: https://edge.pse.com.ph/openDiscViewer.do?edge_no=f4772a69ab90bba10de8473cebbd6407
