To recall, on 18 October 2021, the Board of the Directors of the Company approved the conduct of a Stock Rights Offering (“SRO”) of up to 105 million of the Company’s shares at Php10.00 per share.
On 21 March 2022, the Company’s Executive Committee, by authority of the Board of Directors, approved, among others, the conduct of a Follow-On Offering (“FOO”) with a size of up to 74,000,000 shares to be priced at P10 to P11.84 per share, and the submission of such applications and other documents as are necessary to implement the FOO with the relevant regulators.
Thereafter, on 28 March 2022, the Company’s Executive Committee, by authority of the Board of Directors, approved, among others:
1. (a) the filing by the Company with the Securities and Exchange Commission (“SEC”) of a registration statement covering a three-year shelf registration (the “Shelf Registration”) of up to 649,870,100 primary common shares (the “Securities”), (b) the Company’s offer, issuance and listing of such Securities in up to three separate tranches, and (c) the filing of the corresponding application for the listing of the Securities issued under each such tranche with the Philippine Stock Exchange (“PSE”); and
2. The offer and issuance by the Company, out of the Securities to be shelf registered, in the following tranches: (a) up to 74,000,000 Securities through a FOO; (b) up to 339,076,058 Securities to AC Energy Corporation (PSE:ACEN) at an issue price of PhP10.00 per share in exchange for certain properties of ACEN pursuant to the asset for the share swap transaction executed with the Company on 29 December 2021; and (c) up to 236,794,042 Securities through a stock rights offering, all subject to compliance with all applicable SEC and PSE rules and regulations.
On 25 April 2022, during the Company’s Annual Stockholders’ Meeting, stockholders holding at least majority of the Company’s outstanding capital stock approved, among others, the issuance of up to 74,000,000 shares of the Company pursuant to the Company’s planned FOO at an FOO price range of Php10.00 to Php11.84 per share (the “FOO Shares”); and the registration under the Securities Regulation Code with the SEC and listing with the PSE of the FOO Shares.
Please be informed that, during the Company’s special meeting of the Board of Directors held on 3 June 2022, the Board of Directors approved the cancellation of the SRO, FOO, and the Shelf Registration due to unfavorable market conditions.
Meanwhile, the Company will continue to explore relevant opportunities in energy transition space, including the opportunities under Service Contract 55 as management continues to look for the right partner for this endeavor.