Solar Philippines Nueva Ecija Corporation: Stock Rights Offering – Preliminary Terms and Conditions
August 02, 2022 at 03:40 am EDT
Share
NOTICE
Subject
Solar Philippines Nueva Ecija Corporation: Stock Rights Offering - Preliminary Terms and Conditions
Company Name
Solar Philippines Nueva Ecija Corporation
Security Details
Type of Security
Stock Symbol
Par Value
Common Shares
SPNEC
Php 0.10
Type of Transaction
Stock Rights Offering
Rights Shares
Stock Symbol
No. of Shares
Rights Offer Price
SPNEC
1,875,649,995
Php1.50 to Php1.76
Rights Entitlement Ratio
1 Rights Share for every 1.28 shares owned
Pricing Date (if applicable)
Aug 18, 2022
Ex-Date
Aug 22, 2022
Record Date
Aug 25, 2022
Start of Rights' Offer Period
Aug 30, 2022
End of Rights' Offer Period
Sep 5, 2022
Payment Terms
Please see below.
Lead Underwriter(s)
Please see below list.
Other Parties to the Rights Offer
Function
Name of the Party
Joint Issue Manager and Joint Lead Underwriter
Abacus Capital and Investment Corporation
Joint Issue Manager and Joint Lead Underwriter
China Bank Capital Corporation
Participating Underwriter
Investment & Capital Corporation of the Philippines
Escrow Agent (IPO Proceeds)
TBD
Legal Counsel to the Issuer
Picazo Buyco Tan Fider & Santos
Legal Counsel to the Underwriters
Angara Abello Concepcion Regala & Cruz Law Offices
Stock Transfer Agent
Philippine National Bank - Trust Banking Group
Receiving Agent
Philippine National Bank - Trust Banking Group
External Auditor
Sycip Gorres Velayo & Co.
Corporate Website Hyperlink to the Prospectus
TBD
Tentative Listing Date
Sep 15, 2022
Other Relevant Information
The Board of Directors of Solar Philippines Nueva Ecija Corporation ("SPNEC" or the "Company") approved the conduct of a Stock Rights Offering ("SRO") of common shares to be issued from the Company's unissued authorized capital stock.
The net proceeds from the SRO are intended for (a) project development (including securing land and off-take agreements) and (b) general and corporate expenses.
Please refer to C00825-2022 dated February 15, 2022 for the relevant disclosure of the Company.
The Exchange approved the application of the Company for the listing of up to up to 1,875,649,995 common shares (the "Rights Shares"), with a par value of Php 0.10 per share, to cover its Stock Rights Offering ("SRO") to all stockholders as of the proposed record date, at an Offer Price of Php 1.50 to Php 1.76 per Rights Share. The Exchange's approval of the listing of the Rights Shares is subject to the Company's compliance with all applicable requirements and post-approval conditions of the Exchange.
The Payment terms for the SRO will be as follows:
a. Option 1 - full payment of the total subscription price upon submission of the application; and
b. Option 2 - installment payment, with a down payment of 25% of the total subscription price for the Rights Shares upon submission of the Application, and the balance of 75% of the total subscription price to be paid in full one time directly to the Company, or on its instructions, to its nominee for this purpose, on any day within three months from the end of the Offer Period for Eligible Shareholders (i.e., [from [6 September 2022 to 5 December 2022]); within three months from the end of the QB Take-Up for the Qualified Buyers; and within three months from the end of the Sweep Period for the Principal Shareholder.
For Option 2, in case of any non-payment of the balance of 75% of the total subscription price on the relevant due date, the Company reserves the right to extend the payment period for partially-paid Rights Shares prior to declaring them delinquent, subject to such terms as the Company may determine at its sole discretion, provided that, no extension shall be for more than a period of three months, and the Company reserves the right to impose penalties for shares paid for during this extension period.
Please refer to the attached preliminary terms and conditions of the Stock Rights Offer for other details.
The Exchange will accordingly announce any developments on the Company's Stock Rights Offer.
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.
For your information and guidance.
Filed on behalf by:
Name
Norberto Moreno Jr.
Designation
Listings Department
Attachments
Original Link
Original Document
Permalink
Disclaimer
Solar Philippines Nueva Ecija Corporation published this content on 02 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 August 2022 07:39:07 UTC.
SP New Energy Corporation is a Philippines-based company, which primarily constructs, erects, assembles, commissions, operates and maintains power-generating plants, installations, shops, laboratories, pipelines, repair shops, electrical works, powerhouses, warehouses, terminals and related facilities for the conversion of renewable energy into usable form fit for electricity generation and distribution. The Company also promotes and undertakes research, development, utilization, manufacture, sale, marketing, distribution and commercial application of new, renewable, non-conventional and environment friendly energy sources and systems and of energy systems that use new, renewable and any energy resource applying energy conversion and/or utilization technologies for commercial application, and to perform other ancillary and incidental activities as may be provided by and under contract with the government of the Republic of the Philippines or any subdivision, instrumentality and others.
SP NEW ENERGY CORPORATION 
