Ayala energy unit says 2.27-B offer shares exempt from SEC registration

AC Energy Philippines, Inc. said on Friday that it had received confirmation from the securities regulator that the Ayala Corp. unit’s proposed stock rights offering is exempt from the registration requirement of the securities code.

The company is planning to offer up to 2,267,580,434 common shares at a price of P2.37 per share, it told the Philippine Stock Exchange. The offering consists of two rounds, and will be followed by a domestic institutional offer.

The first round will be offered on a pre-emptive rights basis to eligible shareholders who may subscribe to 1 share for every 1.11 common shares held as of record date.

During the mandatory second round, shares will be offered to shareholders who exercised their rights in the first round and who had signified their intention to subscribe to any unsubscribed rights shares.

Under the domestic institutional offer, the remaining rights shares will be sold by the joint lead underwriters to qualified buyers as defined in the 2015 Implementing Rules and Regulations of the Securities Regulations Code (SRC) at the same offer price.

Unsold shares will be taken up by the joint lead underwriters BPI Capital Corp. and China Bank Capital Corp.

AC Energy Philippines said the confirmation letter was issued by the markets and securities regulation department of the Securities and Exchange Commission.

Section 10.1 (e) of the SRC exempts from the requirement of registration “the sale of capital stock of a corporation to its own stockholders exclusively, where no commission or other remuneration is paid or given directly or indirectly in connection with the sale of such capital stock.”

On Friday, shares in the company slipped by 0.63% to P6.35 each.