ACEN disclosed today that it is going to acquire 500 Million shares from SPNEC through its Solar Philippines Power Project Holdings Inc and its affiliate Provincia Investments Corp (PIC).
This is a part of previous deal between ACEN and SPNEC group which includes pre-payment for the loan’s principal.
Below is the PSE Edge Disclosure from ACEN.
On 22 January 2021, the Company and Solar PH signed agreements for a proposed joint venture for solar power plant projects in Central Luzon. Pursuant to this, on 25 June 2021, the Company and PIC (an affiliate of Solar PH) signed the OLSA for a loan with a repayment date of 2 July 2026 secured by a pledge over shares owned by Solar PH in SP New Energy Corporation (“SPNEC”), formerly Solar Philippines Nueva Ecija Corporation.
The Company’s Executive Committee (acting on authority from the Board) approved today, 25 January 2023, the execution by the Company of definitive agreements whereby the Company will receive from Solar PH, 500 million shares in SPNEC, a listed company which is an affiliate of Solar PH (which SPNEC shares have a market value of ~Php 660 million as of 24 January 2023) as (a) pre-payment for part of the loan’s principal, and (b) payment of interest and arrangement and security amendment fees in consideration for the Company releasing its pledge over shares owned by Solar PH in SPNEC (the “Transaction”). The Executive Committee also approved the delegation of authority to the President, John Eric T. Francia, to approve the final terms and conditions of the definitive agreements.
Immediately after approval of the Executive Committee, the Company signed the definitive agreements for the Transaction with PIC and Solar PH.
Cemex (CHP) has disclosed that it intends to do a tender offer of up to 1,614,000,000 common shares at 1.30 pesos per share.
Every holder of the Tender Offer Shares during the Tender Offer Period is entitled to sell its/his/her tender offer shares to the Bidder in accordance with the terms of the Tender Offer.
The tender offer will run from February 16, 2023 to March 16, 2023. The closing date will be March 30, 2023.
Purpose of the Tender Offer
The Tender Offer is proposed to be conducted for the purpose of increasing and consolidating the Bidder’s interests in CHP, and to provide an opportunity for existing public shareholders to realize their investment, at a premium to the current trading price of the outstanding common shares. The Tender Offer Price of P1.30 per Tender Offer Share represents a 51.2% premium over the last closing share price on January 23, 2023, of P0.860, a 68.5% premium over the one-month volume weighted average price (“VWAP”) of P0.772, and a 64.5% premium over the one-year VWAP of P0.791.
On its PSE edge disclosure it has the following statements with regards to its tender offer.
As of the date of this Tender Offer Report, CHP has an authorized capital stock of Eighteen Billion Three Hundred Ten Million Three Hundred Ninety Five Thousand Four Hundred Fifty Four Pesos (P18,310,395,454.00) consisting of Eighteen Billion Three Hundred Ten Million Three Hundred Ninety Five Thousand Four Hundred Fifty Four (18,310,395,454) common shares with a par value of One Peso (P1.00) per share, of which Thirteen Billion Four Hundred Eighty Nine Million Two Hundred Twenty Six Thousand Six Hundred Twenty Three (13,489,226,623) common shares are issued and outstanding. There are no shares held in treasury.
As of December 31, 2022, CEMEX Asian South East Corporation (the “Bidder” or “CASEC”) is the shareholder of Ten Billion Five Hundred Seven Million Nine Hundred Fifty Four Thousand Six Hundred Sixty Two (10,507,954,662) issued and outstanding common shares or approximately 77.9% of the outstanding common shares of CHP, inclusive of five (5) common shares beneficially owned by CASEC. As of December 31, 2022, Two Billion Nine Hundred Sixty Four Million Four Hundred Fifty Six Thousand Five Hundred Sixteen (2,964,456,516) outstanding common shares or 21.97% of the outstanding common shares of CHP are held by the public.
Subject to the terms of the tender offer (the “Tender Offer”) attached and made an integral part of this Tender Offer Report as Exhibit A (the “Terms of the Tender Offer”), the Bidder intends to acquire up to (and only up to) One Billion Six Hundred Fourteen Million (1,614,000,000) outstanding common shares (the “Tender Offer Shares”) from shareholders of CHP. In the event that the Tender Offer is oversubscribed, the aggregated amount of securities to be acquired at the close of the Tender Offer shall be proportionately distributed across all the selling shareholders. The Tender Offer is being made at a price of P1.30 per share (the “Tender Offer Price”). The Tender Offer Price does not include customary selling charges, which shall be for each tendering shareholder’s account.
The maximum aggregate tender offer price that the Bidder could pay under the Tender Offer is approximately P2,098,200,000. The Bidder’s tender offer advisor, BDO Capital & Investment Corporation (the “Tender Offer Advisor”) has issued a letter confirming that the Bidder has made appropriate arrangements for funds to be available to satisfy full payment of the Tender Offer Shares that are tendered
