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SPNEC and Prime Infra have signed a memorandum of understanding regarding a Solar power joint venture project for Terra Solar. Sale of common shares in Solar Tanauan by SP to Prime for Php 1 billion upon execution of the agreements, which would result in Prime owning 100% of Solar Tanauan (with the proceeds of this sale going to SPNEC after the share swap.

Below is the PSE Edge disclosure.

In connection with the share swap between SPNEC and its parent, Solar Philippines Power Project Holdings, Inc. (SP), please be informed that the Board of Directors of SPNEC, at its meeting on February 9 2023, approved SP entering into Memoranda of Agreement (MOA’s) with Prime Infrastructure, Inc. (Prime) on the way forward for their joint ventures (JV) in Terra Solar Philippines, Inc. (TSPI), Solar Tanauan Corporation (Solar Tanauan), and Solar Philippines Tarlac Corporation (Solar Tarlac), considering that SP’s shares in these JV’s are part of SPNEC’s share swap. These MOA’s include the following:

– Amendments to the Shareholders’ Agreement of TSPI between SP and Prime to streamline the decision-making process and reach agreements efficiently and commercially via deadlock resolution mechanisms. On this basis, the parties agreed to continue their JV in TSPI. TSPI has signed a 850 MWac Mid-Merit Power Supply Agreement (PSA) with Meralco with a scheduled delivery date by the first quarter of 2026, and plans to break ground within 2023.

– Sale of common shares in Solar Tanauan by SP to Prime for Php 1 billion upon execution of the agreements, which would result in Prime owning 100% of Solar Tanauan (with the proceeds of this sale going to SPNEC after the share swap, subject to regulatory approval). Solar Tanauan has a PSA with Meralco for 50 MWac, has secured over 140 hectares of land, and is currently under construction.

– Redemption or purchase of preferred shares in Solar Tarlac of Prime by Solar Tarlac or SP for Php 1.5 billion plus accrued dividends by or before March 31 2024, which, with additional equity, would result in SP (or SPNEC after the share swap) owning 100% of Solar Tarlac. Solar Tarlac has a PSA with Meralco for 85 MWac, has secured over 140 hectares of land, and currently has 100 MW operating and 50 MW under construction.

Terms of the MOA’s will apply to SPNEC upon the completion of its share swap with SP.

With these agreements, SP and Prime have agreed to focus the efforts of their JV on TSPI, in recognition of the value in working together for the success of the Terra Solar project.

Source: https://edge.pse.com.ph/openDiscViewer.do?edge_no=63a32c5a4bd75e0d9e4dc6f6c9b65995

Stock price of SPNEC is currently on a momentum with 1.61 pesos per share, up by 12% since the price broke out from the SRO price of 1.50 pesos per share.

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