Solar Philippines Nueva Ecija Corporation

08/03/2022 | Press release | Distributed by Public on 08/02/2022 19:00

[Amend-1]Stock Rights Offering

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) Aug 3, 20222. SEC Identification Number CS2016273003. BIR Tax Identification No. 0094681034. Exact name of issuer as specified in its charter Solar Philippines Nueva Ecija Corporation5. Province, country or other jurisdiction of incorporation Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office 20th Floor Philamlife Tower, 8767 Paseo de Roxas, Makati City, PhilippinesPostal Code12268. Issuer's telephone number, including area code (+632) 8817-25859. Former name or former address, if changed since last report N/A10. 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 8,124,350,005
11. Indicate the item numbers reported herein Item 9 - Other Items

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.

Solar Philippines Nueva Ecija CorporationSPNEC

PSE Disclosure Form 4-14 - Stock Rights Offering References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Stock Rights Offering (SRO) of Solar Philippines Nueva Ecija Corporation (SPNEC)

Background/Description of the Disclosure

On July 28, 2022, the Philippine Stock Exchange (PSE) issued a Notice of Approval for the application of SPNEC to list 1,875,649,995 shares as part of its SRO to eligible stockholders, based on the Ex-Date of August 22, 2022 and Record Date of August 25, 2022. The PSE has approved the proposed SRO timetable.

On July 19, 2022, the Securities and Exchange Commission (SEC) issued a Confirmation of Exempt Transaction confirming that SPNEC's planned SRO is exempt from the registration requirements of the Securities Regulation Code.

On February 14, 2022, the Board of Directors of SPNEC approved the conduct of an SRO, and on March 28, 2022, SPNEC confirmed its plan to file the SRO based on its current unissued ACS, at an entitlement ratio of 1 share for every 1.28 shares held from its public float.

Date of Approval by Board of Directors Feb 14, 2022
Entitlement Ratio 1 share for every 1.28 shares held
Offer Price Php 1.50 to 1.76 per share
Number of Shares to be Offered 1,875,649,995
Ex-Rights Date Aug 22, 2022
Record Date Aug 25, 2022
Start of Offer Period Aug 30, 2022
End of Offer Period Sep 5, 2022
Use of Proceeds

Project development (including securing land and off-take agreements) for the expansion of SPNEC's portfolio, and general corporate purposes.

Other Relevant Information

The disclosure has been amended to provide updates on the SRO's approvals, timetable, offer price range, and reflect other updates from the SRO prospectus.

FURTHER, THE COMPANY HAS ADVISED THE EXCHANGE THAT IT IS STILL IN THE PROCESS OF CONFIRMING WITH THE SEC THE INCLUSION OF THE STATEMENT ON THE NON-PARTICIPATION OF CERTAIN RELATED PARTIES IN THE MANDATORY FIRST AND SECOND ROUNDS OF THE STOCK RIGHTS OFFER. THE TERM SHEET AND THE PROSPECTUS WILL BE UPDATED AS MAY BE NECESSARY.

Filed on behalf by:
Name Hazel Iris Lafuente
Designation Director, Treasurer, Assistant Corporate Secretary, Head of Community Development and Chief Information Officer