SPNEC board OKs purchase of Solar PH assets
By Alena Mae S. Flores February 24, 2022, 8:10 pm
from manilastandard.net
Solar Philippines Nueva Ecija Corp. said Thursday its board approved an asset-for-share swap worth P60.932 billion involving the acquisition of the entire outstanding shares of Solar Philippines Power Project Holdings Inc. and its affiliates in various entities.
SPNEC said in a disclosure to the stock exchange it would acquire Solar Philippines assets through an asset-for-share swap, with SPNEC’s parent subscribing to 24,373,050,000 shares of SPNEC at P2.50 per share.
“This share swap is supported by a third-party valuation and fairness opinion by FTI Consulting Philippines Inc., an independent financial advisor accredited with the Securities and Exchange Commission and Philippine Stock Exchange,” SPNEC said.
The assets involved in the share swap include Solar Philippines Calatagan Corp., Solar Philippines Tarlac Corp., Solar Philippines Tanauan Corp., Terra Solar Philippines Inc., SP Holdings Inc., Solar Philippines Batangas Baseload Corp., Solar Philippines Tarlac Baseload Corp., Solar Philippines Central Luzon Corp., Solar Philippines South Luzon Corp. and Solar Philippines Southern Tagalog Corp.
Other companies are Solar Philippines Eastern Corp., Solar Philippines Western Corp., Solar Philippines Visayas Corp., Solar Philippines Central Visayas Corp., Solar Philippines Southern Mindanao Corp., Solar Philippines Batangas Corp., Solar Philippines Retail Electricity, Inc., Laguna Solar Rooftop Corp., Solar Philippines Rooftop Corp. and Solar Philippines Commercial Rooftop Projects Inc.
SPNEC said the share swap would be enabled by the increase in authorized capital stock for approval at SPNEC’s stockholder’s meeting set on March 7, 2022 and is subject to regulatory approvals.
SPNEC said earlier it aimed to complete the development of 10,000 megawatts of solar projects with the help of the capital markets. On Feb. 14, the SPNEC board approved the conduct of a stock rights offering where eligible stockholders would have the opportunity to subscribe to shares, subject to terms to be determined by management and relevant requirements and regulatory approvals.
The company plans to file the SRO in the second quarter, from which point the SRO’s timing would depend on regulatory approvals.
The company said it may also raise capital from private placements with institutional investors to complete the capital required for the company’s expansion plans.
“We need at least P10 billion to complete the development of 10 GW of solar projects. This is only a small percent of project cost, but we believe is a large percent of the value, with development being the bottleneck for the energy transition of the Philippines,” said Solar Philippines founder Leandro Leviste.
“As a developer, SPNEC’s business model is to make projects shovel-ready, then bring in joint-venture partners who can help fund the construction. That said, we could also invest a much larger amount and would take the opportunity to raise such if this is seen to be accretive to shareholders,” Leviste said.
SPNEC also approved the acquisition of land as part of its developments, to be funded from proceeds of the SRO and proceeds from its IPO.
The company’s developments are located in the provinces of Nueva Ecija, Bulacan, Tarlac, Batangas and Quezon, where its parent Solar Philippines spent the past years consolidating land suitable for solar in relative proximity to the Greater Manila Area.
