Singapore-based Arran Investment Pte. Ltd., an affiliate of investment fund GIC Private Limited, is acquiring a 17.5-percent stake in AC Energy Philippines Inc. for about P20 billion, the local energy company said Thursday.
ACEN, formerly Phinma Energy Corp. and now a unit of AC Energy Inc., said in a disclosure to the stock exchange its board of directors approved the proposal of Arran Investment to acquire a 17.5-percent stake in the company.
It said the transaction would be implemented through stock rights offering and follow-on offering. It would entail the subscription of Arran to 4 billion primary shares via a private placement and the purchase of secondary shares from AC Energy.
“The investment, which will be implemented through a combination of subscription to 4 billion primary shares [via a private placement] and purchase of secondary shares from AC Energy, will be at a price of P2.97 per share on a post-SRO basis and is subject to agreed price adjustments,” ACEN said.
It said the price would represent a 25-percent premium to the board-approved SRO price of P2.37 per share, which is subject to regulatory approval. The terms of ACEN’s SRO, including the offer price, are subject to approval by the Securities and Exchange Commission.
ACEN also said its board of directors approved the pricing and volume of the shares that would be issued under the stock rights offering. ACEN will issue 2,267,580,434 shares at P2.37 per share subject to the approval by the Securities and Exchange Commission.
ACEN said its parent company AC Energy Inc. would not participate in the rights offer to provide maximum availability of rights shares to the minority stockholders. It said, however, that ACEI would have the option to participate in the institutional offer.
“Given the current 2,517,014,282 outstanding shares held by minority investors, every 1.11 shares held entitles such minority investors to subscribe to one share in the rights offer. As such, a minority investor holding 10,000 ACEN shares will be entitled to subscribe to ~9,009 ACEN shares in the rights offer,” it said.
ACEN said the application to conduct the SRO was pending approval by the Philippine Stock Exchange and the issuance of a confirmation of exempt transaction from the SEC.
ACEN earlier obtained SEC approval of the increase of its capital stock from P8.4 billion to P24.4 billion, from which ACEN issued 6,185,182,288 ACEN shares to ACEI in exchange for shares of stock in select Philippine operating and development companies owned by ACEI.
ACEN, Arran Investment and AC Energy will sign the investment agreement and shareholders’ agreement to document the rights and obligations of Arran Investment as an investor in ACEN. The transaction documents are expected to be signed this month.
AlphaPrimus Advisors acted as financial advisor to ACEN and AC Energy for the transaction.
AC Energy declared a net income of P5.6 billion in the first three quarters, down from P24.3 billion a year ago which included gains from the partial divestment of its thermal assets.
AC Energy earlier announced plans to integrate its international business and received the Philippine Stock Exchange’s nod to change its stock symbol from ACEPH to ACEN.
The company said the shift to ACEN signifies the forthcoming integration of AC Energy’s onshore and offshore business into a unified platform, as it aspires to become the largest listed renewables platform in Southeast Asia, with the goal of reaching 5,000 megawatts of renewable capacity by 2025.
AC Energy is the energy platform of Ayala, one of the largest business groups in the Philippines. It has around $2 billion of invested and committed equity in renewable and thermal energy in the Philippines and around the region.