IPO INFORMATION CENTER
SP NEW ENERGY CORPORATION (the “Company”)
INITIAL PUBLIC OFFERING OF COMMON SHARES
KEY TERMS OF THE RETAIL OFFER
OFFER | 2.7 billion shares (The number of issued outstanding shares will increase up to 8,124,350,005 shares post-IPO from 5,424,350,005 shares pre-IPO.) |
MINIMUM SUBSCRIPTION: | 10,000 shares and in multiples of 1,000 shares thereafter |
MAXIMUM SUBSCRIPTION | LSIs have a maximum subscription of Php100k |
OFFER PERIOD | DECEMBER 1-7, 2021 |
TENTATIVE LISTING DATE: | DECEMBER 17, 2021 |
The above table only provides select terms of the offer for SP New Energy Corporation’s (SPNEC) (the “Company”) initial public offering. Investors are strongly advised to carefully read the contents of the Company’s prospectus dated November 24, 2021 for finalization, together with the more detailed information, financial statements and annexes appearing therein: Click here to access the SPNEC prospectus
Investors are advised to read the implementing guidelines for the application and settlement procedures for Local Small Investors (“LSIs”) under the Local Small Investors Program (the “LSI Guidelines”) of the Philippine Securities and Exchange Commission (“SEC”) and The Philippine Stock Exchange, Inc. (“PSE“) through the PSE Electronic Allocation System (“PSE EASy”): Click the ‘FOR LOCAL SMALL INVESTORS’ tab to check the LSI Guidelines.
Application and Settlement Procedures for Local Small Investors under the Local Small Investors Program of The Philippine Stock Exchange, Inc. (“PSE”) through the PSE Electronic Allocation System (“PSE EASy”)
These implementing guidelines (“LSI Guidelines”) supplement and do not replace or supersede and must be read in conjunction with the Terms and Conditions of the Application to Purchase (the “Application Form”) and the final prospectus of the Company dated November 24, 2021, (the “Final Prospectus”), prepared in relation to the initial public offering of the common shares of the Company consisting of 2,700,000,000 common shares (“Firm Shares”). The shares are offered at the offer price of ₱1.00 per share. All requirements stated in the Application Form must be complied with, except when clearly inconsistent herewith. Capitalized terms used herein shall have the meaning ascribed to them in the Final Prospectus filed by the Company with the PSE and uploaded on the Company’s website, www.solarnuevaecija.ph, and on https://edge.pse.com.ph as may be amended or supplemented. Please refer to Annex “A” for the Terms of the Offer. Please refer to Annex “C” for the steps on how to create a PSE EASy account.
- Out of the Offer Shares being offered by the Company pursuant to its initial public offering of such shares, an aggregate of 270,000,000 common shares are allocated to the Local Small Investors (“LSls”) and made available nationwide through PSE EASy (https://easy.pse.com.ph/).
- The Firm Shares allocated for the LSls may be purchased by any natural person of legal age, regardless of nationality, or any corporation, association, partnership, trust account, fund or entity residing in and organized under the laws of the Philippines and/or licensed to do business in the Philippines, subject to the Restrictions on Ownership, as described in the Final Prospectus, and the Company’s right to reject, in whole or in part, an Application, or reduce the number of Firm Shares applied for subscription. For avoidance of doubt, any payment received pursuant to the Application does not constitute approval or acceptance of the Application.
- Only Applications duly accomplished through PSE EASy will be received and accepted. The system will generate a unique 20-character PSE EASy Reference Number (SPNECXXXXXXXXXXXXXXX) for the LSI applicant and provide the payment instructions. LSI Applications through PSE EASy must be completed on or before 12:00 p.m. on December 07, 2021. All payments must be settled within the deadlines described in paragraph 11 below. An LSI Applicant should nominate in the Application Form the Depository Participant to which the shares allocated to it will be delivered on Listing Date or refunds shall be made, if any. Otherwise, the Application shall not be accepted.
- In the event an LSI Applicant does not have an existing account with a Depository Participant, the LSI applicant may apply for an opening of a securities trading account with any of the TPs enumerated below:
Default Trading Participant
Website
Account Opening Instructions
Abacus Securities Corporation
(“MyTrade”)
Account opening with MyTrade must be completed on or before 12:00 pm or December 03, 2021.
For any questions related to the account opening process of MyTrade, you may contact the following:
Default Trading Participant
Contact Details
Abacus Securities Corporation
(“MyTrade”)
+63 2 8667 89 00
A list of the other TPs from which the LSI Applicants may choose to open a securities trading account with, and nominate as its endorsing “PSE Trading Participant” on PSE EASy is provided in https://www.pse.com.ph/directory/#tp2.
- Once the trading account is opened, the LSI Applicant may nominate the relevant TP with whom the trading account is opened as its endorsing TP, prior to submission of the Application via PSE EASy.
- LSI Applicants may also apply for opening of a trading account with the Issue Manager and Lead Underwriter’s affiliated brokerage house, namely: Abacus Securities Corporation (“Abacus Securities”), subject to its internal policies and procedures.
- Each LSI Applicant may purchase a minimum of 10,000 Firm Shares, and thereafter, in multiples of 1,000 Firm Shares. Multiple Applications (i.e., two or more Applications by the same applicant) will not be allowed. As defined under the PSE Rules, an LSI is a share subscriber who is willing to purchase a minimum board lot or whose purchase does not exceed ₱100,000.00 under the LSI program.
- Note that LSI applications will be processed on a first-come, first-served basis. Orders shall be accepted by PSE EASy up to ₱100,000.00. LSI applications shall be allocated through a distribution mechanism wherein fully paid applications will be allocated in ascending order (i.e., from the lowest to the highest). There shall be no allocation of shares for partially paid subscriptions. Such partially paid subscriptions shall be refunded in accordance with Paragraph 12 of these LSI Guidelines.
- LSI Applicants who subscribed to the Company’s Firm Shares are advised to check their PSE EASy account for updates regarding the status of their Applications. LSI Applicants shall be notified of their confirmed allocations at the end of the offer period.
- Modes of Payment
For LSI Applicants with Abacus Securities Corporation (MyTrade), COL Financial Group, Inc. (COL Financial), and First Metro Securities Corporation (FirstMetroSec) as the nominated “PSE Trading Participant”
Payment instructions are as follows:
Trading Participant
Payment Instructions
Abacus Securities Corporation
(“MyTrade”)
COL Financial Group, Inc.
(“COL Financial”)
First Metro Securities Brokerage Corporation
(“FirstMetroSec”)
For any questions related to the funding process of MyTrade, COL Financial, and FirstMetroSec, you may contact the following:
Trading Participant
Contact Details
Abacus Securities Corporation
(“MyTrade”)
+63 2 8667 89 00
COL Financial Group, Inc.
(“COL Financial”)
First Metro Securities Brokerage Corporation
(“FirstMetroSec”)
+63 2 8859 06 00
For LSI Applicants with other entities as the nominated “PSE Trading Participant”
Below are the available payment options for LSIs:
- Over-the-counter via PNB Bills Payment in the name of “SPNEC IPO” at any operating PNB branch through the following payment types:
- Cash; or
- Personal, corporate, or manager’s/cashier’s check drawn against an account with a BSP authorized bank at any of its branches.
Only checks with clearing periods of no more than one (1) banking day shall be accepted. All checks should be made payable to “SPNEC IPO” crossed “Payee’s Account Only” and dated the same date as the Application.
Deadline for check payments is at 12:00 p.m.. on December 07, 2021, while the deadline for cash payments is at 3:00 p.m. on December 07, 2021.
For a list of operating PNB branches, please visit: https://www.pnb.com.ph/index.php/pnb-open-branches
- Online payment via PNB Bills Payment, with “SPNEC IPO” as the merchant through the following online payment channels:
- PNB Internet Banking; or
- PNB Mobile Banking App.
Each LSI Applicant is responsible in ensuring that the payment details provided upon payment are correct. The PSE EASy Reference Number should be indicated in the bills payment slip for over-the-counter payments or in the “Reference Number” field for online payments. For online payments via PNB Internet Banking and PNB Mobile Banking App, LSI Applicants must enroll “SPNEC IPO” as a merchant in their PNB accounts. Enrolment of merchants can only be done through the PNB online platform. Only LSI Applicants with valid PNB bank accounts may pay through the PNB Internet Banking and PNB Mobile Banking App platforms.
Deadline for online payments via PNB Internet Banking or PNB Mobile Banking App is at 12:00 p.m. on December 07, 2021.
- Over-the-counter via PNB Bills Payment in the name of “SPNEC IPO” at any operating PNB branch through the following payment types:
- Key dates of the Offer:
Offer Period
December 01-07, 2021
Deadline for Application in PSE EASy
December 07, 2021, 12:00 p.m.
Deadline for Payments
a. Over-the-counter payment via PNB Bills Payment using personal, corporate,
manager’s/cashier’s check
December 07, 2021, 12:00 p.m.
b. Over-the-counter payment via PNB Bills
Payment using cash
December 07, 2021, 3:00 p.m.
c. Online payment via PNB Bills Payment using PNB Internet Banking or PNB Mobile Banking
App
December 07, 2021, 12:00 p.m.
Tentative Listing and Trading
December 17, 2021
The Company and the Issue Manager and Lead Underwriter reserve the right to extend or terminate the Offer Period for LSls with the approval of the SEC and the PSE.
In the event that (i) the number of Offer Shares to be received by an LSI Applicant, as confirmed by the Company, the Receiving Agent, and the Issue Manager, is less than the number covered by its LSI Application, (ii) the LSI Applicant’s payment is incomplete or below the full payment amount of the LSI Application, or (iii) if an LSI Application is rejected by the Company, then the Receiving Agent shall refund, without interest, within five (5) trading days from the end of the Offer Period or on December 15, 2021, all or a portion of the payment corresponding to the number of Offer Shares wholly or partially rejected.
All refunds shall be made through the Receiving Agent, at the LSI Applicant’s risk. For LSI Applicants with the nominated PSE Trading Participants consenting to process any LSI refunds, all refunds shall be made through the nominated PSE broker, at the LSI Applicant’s risk. The refunds will be processed by the Receiving Agent directly to the nominated PSE brokers by transferring immediately available funds to the relevant bank account of, or via check to, each relevant nominated PSE brokers in such amount representing the total refund due to all the clients of the relevant PSE broker on or before the fifth (5th) trading day after the end of the offer period or on December 15, 2021. The affected LSI subscribers may coordinate directly with their respective nominated PSE broker, as indicated in the submitted LSI Application.
The list of consenting PSE brokers will be announced by the Company through the PSE EDGE website, if and when applicable.
Refund to nominated broker is subject to its consent to receive the refund on behalf of the LSI Applicant and submission of the Letter Confirmation and Undertaking herein attached to the Implementing Guidelines for Local Small Investors posted on the Listing Notices section of the PSE EDGE website. Alternatively, at the discretion by the party/ies refund shall be made directly to the LSI Applicant through checks. Check refund shall be available for pick-up at the office of the Receiving Agent at Philippine National Bank, Trust Banking Group, PNB Financial Center, President Diosdado Macapagal Boulevard, Pasay City starting on the fifth (5th) trading day from the end of the Offer Period or on December 15, 2021. If such check refunds, as applicable, are not claimed after thirty (30) calendar days following the beginning of the refund period, such checks shall be mailed to the LSI Applicant’s registered address at the LSI Applicant’s risk
- As required under the listing rules of the PSE (the “PSE Rules”), the Offer Shares, as defined in the Final Prospectus, must be in scripless form and lodged with the Philippine Depository and Trust Corporation (the “PDTC”). LSI Applicants may request for their allocated Offer Shares to be converted from scripless form to certificated form through their respective nominated Depository Participant only after the Offer Shares have been listed. The cost of the issuance for such stock certificates shall be for the account of the LSI Applicant.
- Any questions related to the Offer or the LSI Guidelines may be directed to the representatives of the Receiving Agent or the Issue Manager and Lead Underwriter listed below.
Institution
Name
E-mail Address
PNB’s Trust Banking Group (as Receiving Agent)
Joanna Marie Aviles
Emylyn AudemardAbacus Capital and Investment Corporation
Mark Joseph P. Medrano
Ryan Alexis Nigen N. Ngo
Corporate Finance
FACT SHEET
COMPANY NAME: | Solar Philippines Nueva Ecija Corporation |
COMPANY ADDRESS: | 20th Floor, PhilAm Life Tower, 8767 Paseo de Roxas, Makati City, Philippines 1226 |
INCORPORATION DATE: | November 23, 2016 |
FISCAL YEAR | July 1 to June 30 |
PROJECT: | 500MW Solar Farm in Phased development: Phase 1A: 50MW Phase 1B: 175MW Phase 2: 275 MW |
PROJECT LOCATION: | Barangay Las Pinas and the Municipality of Penaranda, Nueva Ecija |
INTERCONNECTION: | NGCP 230kV Cabanatuan Substation via 10KM transmission line |
PROJECT SITE: | 352.42 hectares fully leased |
PARENT: | Solar Philippines Power Project Holdings Inc. |
NO. OF SHARES PRE-IPO | 5,424,350,005 |
COMPANY WEBSITE: | |
LINK TO PSE NOTICE: | https://edge.pse.com.ph/openDiscViewer.do?edge_no=9bccf44f7d1378065d542af6f1e997b9 |
No. of shares Post-IPO: | 8,124,350,005 |
PUBLIC FLOAT: | 33.23% Post IPO |
PAR VALUE: | P0.10 |
OFFER PRICE: | P1.00 per offer share |
OFFER SHARES: | 2,700,000,000 |
OFFER DATE: | December 1 to 7, 2021 |
LISTING DATE: | December 17, 2021 |
FREQUENTLY ASKED QUESTIONS
An IPO is the company’s primary distribution, sale, or offer to sell primary or secondary issues of its shares to the general public.
An LSI is defined as a subscriber to the Offer who is willing to subscribe to a minimum board lot and whose subscription does not exceed ₱100,000.00. In the case of this Offer, the minimum subscription of LSIs shall be 10,000 shares equivalent to ₱10,000.00, while the maximum subscription shall be 100,000 shares equivalent to ₱100,000.00.
The Offer Shares allocated for the LSls may be purchased by any natural person of legal age, regardless of nationality, or any corporation, association, partnership, trust account, fund or entity residing in and organized under the laws of the Philippines and/or licensed to do business in the Philippines, subject to the Restrictions on Ownership, as described in the Final Prospectus, and the Company’s right to reject, in whole or in part, an Application, or reduce the number of Offer Shares applied for subscription.
Only Applications duly accomplished through PSE EASy will be received and accepted.
Deadline for check payments is at 12:00 p.m. on December 07, 2021, while the deadline for cash payments is at 3:00 p.m. on December 07, 2021.
Multiple Applications (i.e., two or more Applications by the same applicant) will not be allowed.
Yes, a trading account with an Eligible TP is required to create a PSE EASy account. In the event an LSI Applicant does not have an existing account with a Depository Participant, the LSI applicant may apply for an opening of a securities trading account with any of the TPs enumerated below:
Default Trading Participant | Website | Account Opening Instructions |
Abacus Securities Corporation (“MyTrade”) |
Account opening with MyTrade must be completed on or before 12:00 pm or November 24, 2021.
For any questions related to the account opening process of MyTrade, you may contact the following:
Default Trading Participant | Contact Details |
Abacus Securities Corporation (“MyTrade”) | +63 2 8667 89 00 |
A list of the other TPs from which the LSI Applicants may choose to open a securities trading account with, and nominate as its endorsing “PSE Trading Participant” on PSE EASy is provided in https://www.pse.com.ph/directory/#tp2.
Once trading account is open, the LSI applicant may nominate the entity with whom the trading account is opened as its endorsing Eligible TP, prior to submission of the Application via PSE EASy.
LSI Applicants may also apply for opening of a traditional trading account with the Issue Manager and Lead Underwriter’s affiliated brokerage house, namely: Abacus Securities Corporation (“Abacus Securities”), subject to its internal policies and procedures.
Upon verification by the nominated trading participant, an account confirmation will be sent by PSE EASy to your registered email address.
Unique reference numbers will be sent to successful account applications by PSE EASy to your registered email address.
For LSI Applicants with Abacus Securities Corporation (MyTrade), First Metro Securities Corporation (FirstMetroSec), or COL Financial Group, Inc. as the nominated “PSE Trading Participant”
Payment instructions are as follows:
Trading Participant | Payment Instructions |
Abacus Securities Corporation (“MyTrade”) | |
First Metro Securities Brokerage Corporation (“FirstMetroSec”) | |
COL Financial Group, Inc. (“COL Financial”) |
For any questions related to the funding process of MyTrade, FirstMetroSec, and COL Financial, you may contact the following:
Trading Participant | Contact Details |
Abacus Securities Corporation (“MyTrade”) | +63 2 8667 89 00 |
First Metro Securities Brokerage Corporation (“FirstMetroSec”) | +63 2 8859 06 00 |
COL Financial Group, Inc. (“COL Financial”) |
For LSI Applicants with other entities as the nominated “PSE Trading Participant”
Below are the available payment options for LSIs:
- Over the counter via PNB Bills Payment in the name of [“SPNEC IPO”] at any operating PNB branch through the following payment types:
- Cash; or
- Personal, corporate, or manager’s/cashier’s check drawn against an account with a BSP authorized bank at any of its branches. Only checks with clearing periods of no more than one (1) banking day shall be accepted. All checks should be made payable to [“SPNEC IPO”] crossed “Payee’s Account Only” and dated the same date as the Application.
For a list of operating PNB branches, please visit: https://www.pnb.com.ph/index.php/pnb-open-branches.
- Online payment via PNB Bills Payment through the following online payment channels:
- PNB Internet Banking; or
- PNB Mobile Banking App
Deadline for check payments is at 12:00 p.m. on December 07, 2021, while the deadline for cash payments is at 3:00 p.m. on December 07, 2021.
Yes. The PSE EASy reference number is required upon payment on the deposit payment slip if via over-the-counter payment in a PNB branch and in the relevant section if through PNB Mobile Banking app. Failure to include your PSE EASy Reference number will result in the rejection of the application.
In the event that (i) the number of Offer Shares to be received by an LSI Applicant, as confirmed by the Company, the Receiving Agent, and the Issue Manager, is less than the number covered by its LSI Application, (ii) the LSI Applicant’s payment is incomplete or below the full payment amount of the LSI Application, or (iii) if an LSI Application is rejected by the Company, then the Receiving Agent shall refund, without interest, within five (5) trading days from the end of the Offer Period or on December 15, 2021, all or a portion of the payment corresponding to the number of Offer Shares wholly or partially rejected.
All refunds shall be made through the Receiving Agent, at the LSI Applicant’s risk. For LSI Applicants with the nominated PSE Trading Participants consenting to process any LSI refunds, all refunds shall be made through the nominated PSE broker, at the LSI Applicant’s risk. The refunds will be processed by the Receiving Agent directly to the nominated PSE brokers by transferring immediately available funds to the relevant bank account of, or via check to, each relevant nominated PSE brokers in such amount representing the total refund due to all the clients of the relevant PSE broker on or before the fifth (5th) trading day after the end of the offer period or on December 15, 2021. The affected LSI subscribers may coordinate directly with their respective nominated PSE broker, as indicated in the submitted LSI Application.
The list of consenting PSE brokers will be announced by the Company through the PSE EDGE website, if and when applicable.
Refund to nominated broker is subject to its consent to receive the refund on behalf of the LSI Applicant and submission of the Letter Confirmation and Undertaking herein attached to the Implementing Guidelines for Local Small Investors posted on the Listing Notices section of the PSE EDGE website. Alternatively, at the discretion by the party/ies refund shall be made directly to the LSI Applicant through checks. Check refund shall be available for pick-up at the office of the Receiving Agent at Philippine National Bank, Trust Banking Group, PNB Financial Center, President Diosdado Macapagal Boulevard, Pasay City starting on the fifth (5th) trading day from the end of the Offer Period or on December 15, 2021. If such check refunds, as applicable, are not claimed after thirty (30) calendar days following the beginning of the refund period, such checks shall be mailed to the LSI Applicant’s registered address at the LSI Applicant’s risk
LSI Applicants may request for their allocated Offer Shares to be converted from scripless form to certificated form through their respective nominated Eligible TP only after the Offer Shares have been listed. The cost of the issuance for such stock certificates shall be for the account of the LSI Applicant.