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Aboitiz Equity Ventures, Inc. — M&A Activity 2021
Sep 27, 2021
76005_rns_2021-09-27_4bdbb841-d21e-422e-a9fa-2c207d46820e.pdf
M&A Activity
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September 27, 2021
via electronic mail SECURITIES AND EXCHANGE COMMISSION Secretariat Building, PICC Complex Roxas Boulevard, Pasay City, 1307 ATTENTION : DIR. VICENTE GRACIANO P. FELIZMENIO, JR. Markets and Securities Regulation Department
via PSE EDGE
PHILIPPINE STOCK EXCHANGE, INC.
PSE Tower, 28th Street, cor. 5th Avenue, Bonifacio Global City, Taguig City
ATTENTION : MS. JANET A. ENCARNACION Head, Disclosure Department
via electronic mail PHILIPPINE DEALING & EXCHANGE CORP.
Market Regulatory Services Group 29th Floor BDO Equitable Tower 8751 Paseo de Roxas, Makati City ATTENTION : ATTY. MARIE ROSE M. MAGALLEN-LIRIO Head - Issuer Compliance and Disclosures Department
Gentlemen:
Attached is the SEC Form 17-C (Current Report) of Aboitiz Equity Ventures Inc. filed in compliance with the Securities Regulation Code, its 2015 Implementing Rules and Regulations, the Revised Disclosure Rules of the Philippine Stock Exchange (PSE), and the Issuer Disclosure Operating Guidelines of the Philippine Dealing Exchange Corp. (PDEx).
Kindly acknowledge receipt hereof.
Thank you.
Very truly yours,
ABOITIZ EQUITY VENTURES INC.
By:
MAILENE M. DE LA TORRE Assistant Corporate Secretary
NAC Tower, 32nd Street, Bonifacio Global City, Taguig 1634, Metro Manila, Philippines Tel: (632).886-2800 | Fax: (632) 886-2404 | www.aboitizcom
COVER SHEET
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MANUEL ALBERTO R. COLAYCO (02) 8886-2338 Contact Person Company Telephone Number 4th Monday of April 1 2 3 1 1 7 - C 0 4 2 6 Month Day FORM TYPE Month Day Fiscal Year Annual Meeting N/A Secondary License Type, if Applicable SEC N/A Dept. Requiring this Doc Amended Articles Number/Section x Total No. of Stockholders Domestic Foreign - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
To be accomplished by SEC Personnel concerned
File Number LCU Document I.D. Cashier S T A M P S
Remarks = Pls. use black ink for scanning purposes
SECURITIES & EXCHANGE COMMISSION
SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE (SRC) AND SRC RULE 17.2(c) THEREUNDER
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September 27, 2021 Date of Report (Date of earliest event reported) 2. SEC Identification Number CEO2536 3. BIR TIN 003--828-269-V 4. ABOITIZ EQUITY VENTURES INC.
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SEC Identification Number CEO2536 3. BIR TIN 003--828-269-V 4. ABOITIZ EQUITY VENTURES INC. Exact name of registrant as specified in its charter 5. Philippines 6. Province, country or other jurisdiction Industry Classification Code of incorporation 7. 32nd Street, Bonifacio Global City, Taguig City, Metro Manila, Philippines 1634 Address of principal office Postal Code 8. (02) 8886-2800 Registrant’s telephone number, including area code 9. N/A Former name or former address, if changed since last report
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Securities registered pursuant to Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common Stock ~~P1~~ Par Value 5,630,225,457 Amount of Debt Outstanding (June 30, 2021) 329,151,712,000.00 11. Indicate the item numbers reported herein: 9
Item 9: Other Matters
During its special meeting held on September 27, 2021, the Board of Directors of Aboitiz Equity Ventures Inc. (AEV or the “Company”) approved the sale or disposal of the Company’s 1,840,334,941 common shares in Aboitiz Power Corporation (“AboitizPower”), representing approximately twenty five point zero one percent (25.01%) of the total outstanding common shares of stock of AboitizPower to JERA Asia Pte. Ltd;
SIGNATURE (S)
Pursuant to the requirements of the Securities Regulation Code, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ABOITIZ EQUITY VENTURES INC.
By:
MAILENE M. DE LA TORRE Assistant Corporate Secretary
Date: September 27, 2021
PSE Disclosure Form 4-2 – Acquisition/Disposition of Shares of Another Corporation References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
ABOITIZ EQUITY VENTURES INC. DISCLOSURE
Acquisition/Disposition of Shares of Another Corporation
| Subject of the Disclosure | : | Sale by Aboitiz Equity Ventures Inc. (AEV) of 25.01% ownership stake in Aboitiz Power Corporation (“AboitizPower”) to JERA Asia Pte. Ltd. ("JERA Asia"). |
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| : | The transaction involves the Sale by AEV of its 25.01% interest in AboitizPower to JERA Asia, equivalent to 1,840,334,941 commonshares. |
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| Background/Description of the Disclosure |
Prior to the sale, AEV held 77% of the total outstanding shares in AboitizPower. Upon completion of the transfer, AEV will own approximately 52% of AboitizPower. JERA Asia is a wholly owned subsidiary of JERA Co., Inc. (“JERA”),apowergeneration companybased in Japan. |
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| Date of approval by the Board of Directors |
: | September 27, 2021 |
| Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
: | The transaction and the resulting interest allow AboitizPower to benefit from the experience and expertise of Japan's largest power generator, and releases significant cash proceeds to AEV that allows it to pursue the Aboitiz Group'sgrowth objectives. |
| Details of the Acquisition or Disposition | ||
| Date | : | September 27, 2021 |
| Manner | : | To be executed through a special block sale after closing of the transaction and subject to PSE's approval. |
| Description of the company to be acquired or sold |
: | AboitizPower, also listed on the Philippine Stock Exchange (PSE), is the holding company for the Aboitiz Group’s investments in power generation, distribution, and retail electricity services. |
| Terms and Conditions of the Transaction | ||
| Number of shares to be acquired or disposed |
: | 1,840,334,941 Common Shares |
| Percentage to the total outstanding shares of the company subject of the transaction |
: | 25.01% |
| Price per share | : | USD1,463,196,136 total consideration |
| Nature and amount of consideration given or received |
: | Fixed full consideration to be received in USD at closing, subject to adjustment for any dividends distributed from signingto closing. |
| Principle followed in determining the amount of consideration |
: | Valuation undertaken by purchaser following due diligence review of AboitizPower’s assets. |
| Terms of Payment | : | One-time lump sum payment at closing, subject to adjustments for anydividends distributed byAboitizPower |
PSE Disclosure Form 4-2 – Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
| between signing and closing. | ||
|---|---|---|
| Conditions precedent to closing of the transaction, if any |
: | Customary closing conditions, including, amongst others; (i) approval by the PSE of a special block sale application to allow the crossing of the sale shares on the PSE trading platform; (ii) completion of any applicable Philippine Competition Commission (PCC) process; and (iii) approval and ratification by the AEV shareholders through a Special Stockholders’ meetingscheduled for December 9,2021. |
| Any other salient terms | : | None |
| Identity of theperson(s) from whom the | asse | ts were acquired or to whom they were sold |
| Name | : | JERA Asia Pte. Ltd. |
| Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates |
: | JERA’s Philippine affiliate, TPEC Holdings Corporation, is a joint venture partner of AboitizPower’s holding company for its thermal power generation assets, Therma Power Inc., in Pagbilao Energy Corporation. AboitizPower, through one of its subsidiaries - Therma Luzon Inc. (TLI) - is the Administrator of the capacity of Units 1 and 2 of the Pagbilao Power Plant which is currently owned and operated by Team Energy Corporation, pursuant to an IPP Administration Agreement between TLI and the Power Sector Assets and Liabilities Management Corporation (PSALM). |
| Effect (s) on the business, financial condition and operations of the Issuer, if any |
: | ● Net reduction of carbon exposure for AEV; ● Increase in financing flexibility for AEV, with significant upfront capital made available to fund growth plans; and ● AEV will continue to own, control and consolidate AboitizPower. |
| Other relevant Information | : | AEV will disclose once the special block sale has been executed. Please see attached Press Release for additional information. |