SPNEC board approves Php24B asset-for-share swap

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The board of Solar Philippines Nueva Ecija Corporation (SPNEC) has approved the asset-for-share swap with parent company Solar Philippines. 

In a disclosure to the Philippine Stock Exchange on Thursday, SPNEC said it would acquire 100% of the outstanding shares of Solar Philippines and its affiliates in various entities. 

Under the asset-for-share swap, Solar Philippines will be subscribing to 24.4 billion shares of SPNEC at Php2.50 per share. 

The move was evaluated and supported by FTI Consulting Philippines, Inc, an accredited independent financial advisor of the PSE and the Securities and Exchange Commission.

“This Share Swap would be enabled by the increase in authorized capital stock for approval at SPNEC’s Stockholder’s Meeting set for March 7, 2022, and is subject to regulatory approvals,” SPNEC said in its disclosure. 

Among the assets acquired by SPNEC in the swap includes subsidiaries Solar Philippines Calatagan Corporation, which owns and operates the 63.3-megawatt (MW) Calatagan Solar Farm in Batangas; Solar Philippines Tarlac Corporation, which developed the 150MW Tarlac Solar Farm in Concepcion town; and Solar Philippines Tanauan Corporation, which is currently building solar farms in Batangas and Cavite with Enrique Razon’s Prime Infra, among others. 

Other entities to be acquired by SPNEC in the asset-for-share swap include the following: 

  • SP Holdings, Inc.
  • Solar Philippines Batangas Baseload Corporation
  • Solar Philippines Tarlac Baseload Corporation
  • Solar Philippines Central Luzon Corporation
  • Solar Philippines South Luzon Corporation
  • Solar Philippines Southern Tagalog Corporation
  • Solar Philippines Eastern Corporation
  • Solar Philippines Western Corporation
  • Solar Philippines Visayas Corporation
  • Solar Philippines Central Visayas Corporation
  • Solar Philippines Southern Mindanao Corporation
  • Solar Philippines Batangas Corporation
  • Solar Philippines Retail Electricity, Inc.
  • Laguna Solar Rooftop Corporation
  • Solar Philippines Rooftop Corporation
  • Solar Philippines Commercial Rooftop Projects, Inc.

The asset-for-share swap, according to Solar Philippines, is “in the interest of giving this opportunity to SPNEC’s public shareholders.”

Apart from the swap, SPNEC is aiming to raise Php10 billion through a stock rights offering (SRO) to buy land for the development of 10 gigawatts (GW) of solar projects. The company is also looking into joint ventures with other power companies to fill up the 10GW portfolio. SPNEC is looking to file for the SRO by the second quarter.