AN AFFILIATE of Singapore firm GIC Pte. Ltd. will be investing P11.88 billion in AC Energy Corp. (ACEN) for a 17.5% ownership stake in the local firm, the Ayala-led company said in a regulatory filing on Wednesday.
ACEN said that Arran Investment Pte. Ltd. would be subscribing to four billion primary shares through a private placement at P2.97 apiece.
The investment is subject to two pre-closing conditions, namely: ACEN’s completion of its stock rights offering of 2.27 billion shares at P2.37 apiece; and the issuance by the Treasurer of the Commonwealth of Australia — or his delegate — of a notice of no objection under the Foreign Acquisitions and Takeovers Act 1975 with respect to Arran and the AC Energy and Infrastructure Corp. (ACEIC) “international transaction.”
The investment agreement between ACEN and the latter’s parent firm ACEIC was inked with Arran on Dec. 30.
ACEN said that Arran had a “put option” to sell to ACEIC all of its subscription shares and top-up shares, if any of the following occur: the required shareholder approval for the listing of Arran’s subscription shares is not obtained by June 30; the deed of assignment between ACEN and ACEIC is not executed by Dec. 31; and if the approval of ACEN’s minority shareholders of ACEIC’s international transaction is not obtained, but only if needed by the local bourse.
The GIC affiliate’s private placement of P11.88 billion is one of the five steps in ACEN’s corporate restructuring, according to its President and Chief Executive Officer Eric T. Francia during a media briefing in November.
In a separate disclosure on Wednesday, ACEIC’s parent firm Ayala Corp. said that its board of directors had approved the firm’s issuance of fixed rate bonds with the aggregate amount of up to P6 billion with an oversubscription option of up to an additional P4 billion.
The bonds would make up the first tranche Ayala Corp.’s P30 billion shelf registration program, which was earlier approved by the board, and it will be subsequently filed with the corporate regulator.
Shares of Ayala Corp. in the Philippine Stock Exchange were unchanged at P779 apiece on Wednesday. Meanwhile, shares of ACEN improved 4.12% or 0.27 centavos to finish at P6.82 apiece.