AC Energy Philippines today announced the potential investment of an affiliate of GIC Private Limited (“GIC”), Arran Investment Pte Ltd, in ACEN, in a deal valued at approximately Php 20bn.
The Board of Directors of ACEN approved today the proposal of GIC’s affiliate to acquire a 17.5% ownership stake in ACEN (the “Investment”), and which 17.5% ownership stake is on the basis that ACEN’s stock rights offering (“SRO”) and follow-on-offering, and the infusion by ACEN’s parent company, AC Energy, Inc. (“AC Energy”), of its international business into ACEN, have been completed.
The Investment, which will be implemented through a combination of subscription to four billion primary shares (via a private placement) and purchase of secondary shares from AC Energy, will be at a price of Php2.97 per share on a post-SRO basis and is subject to agreed price adjustments.
Given that AC Energy will not participate in the initial round of the SRO to provide maximum availability to minority shareholders, the summary computation of the TERP is provided in the table (see attachment) using the ratio of one subscription share entitlement for every 1.11 shares held.
The completion of the subscription by the GIC affiliate to primary shares is subject to definitive documentation being signed by the parties and satisfaction of agreed conditions precedent, which includes among others, the completion by ACEN of the SRO, which is expected to occur in the first quarter of 2021, and applicable regulatory approvals.
On the other hand, the completion of the purchase by the GIC affiliate of secondary shares from AC Energy is subject to definitive documentation being signed by the parties, the completion of the infusion by AC Energy of its international business into ACEN by way of a property for shares swap, which is expected to occur in the third quarter of 2021, and applicable regulatory approvals.
To implement the Investment, ACEN, GIC’s affiliate, and AC Energy will sign an Investment Agreement as well as a Shareholders’ Agreement that will document the rights and obligations of the GIC affiliate as an investor in ACEN. The transaction documents are expected to be signed within November 2020.
AlphaPrimus Advisors acted as financial advisor to ACEN and AC Energy for this transaction.