Solar Philippines Nueva Ecija Corporation

08/15/2022 | Press release | Distributed by Public on 08/14/2022 22:13

Press Release

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 15, 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

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 4-31 - Press Release References: SRC Rule 17 (SEC Form 17-C)
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

SPNEC looking to complete share swap by the end of 2022

Background/Description of the Disclosure

With the Stock Rights Offering (SRO) of Solar Philippines Nueva Ecija Corporation (SPNEC) on track to be completed over the coming weeks, the company has indicated this would pave the way for the completion of its asset-for-share swap with its parent company, Solar Philippines.

In response to a question at a briefing on August 12, Solar Philippines founder Leandro Leviste said: "We aim to complete the private placements to increase the public float for the share swap by the end of 2022."

In light of its share swap, SPNEC previously disclosed that it would consider various options to increase its public float. The company now confirms that it is in discussions with investors for private placements. This is in addition to its SRO, with an offer period scheduled from August 30 to September 5. With the completion of these share issuances, it aims to complete the development of 10 GW of solar projects.

"Our job is for these offerings to cover the equity required to complete the development of 10 GW of solar projects, while retaining an average of at least 50% economic interest. SPNEC's model is to create value through project development, investing for a smaller percentage of the cost that catalyzes larger investments, in the same way that we have in our earlier projects," Leviste added.

Solar Philippines and SPNEC have now signed the share swap agreement for the issuance of 24,373,050,000 shares at an issue price of Php 2.50 per share, in exchange for the shares of Solar Philippines in a portfolio of projects. The share swap agreement is due to be filed for regulatory approval, with the issuance of shares planned alongside the private placements.

These projects would include over 400 MW operating or under construction; the 3.5 GW solar, 4.5 GWh battery Terra Solar project, which plans to supply Meralco mid-merit for around 12 hours per day; 1.8 GW of projects contracted under the Department of Energy's Green Energy Auction, in which Solar Philippines won 70% of the auction's renewable energy capacity and 91% of the solar capacity; and the 1.8 GW solar, 1.8 GWh battery project of Solar Philippines Batangas Baseload Corporation, which has secured original proponent status for its proposal to supply Meralco baseload for up to 24 hours per day.

Together with its Nueva Ecija solar project, these would complete the company's targeted 9 TWh per year of contracted energy, and potentially bring SPNEC's contracted capacity to 8 GW scheduled to commence operations mostly between 2025 to 2026, which it estimates would be 2/3 of the total contracted renewable energy capacity of the Philippines.

Other Relevant Information

Disclaimer: This press release contains certain forward-looking statements which involve risks, uncertainties, and assumptions. The actual results of the company could differ materially from those anticipated in these forward-looking statements.

The statements made pertaining to the Company's discussions for private placements do not guarantee future transactions, obligations and/or performance and undue reliance should not be placed upon them. The Company shall update the public on developments on the contemplated transactions.

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