SP New Energy Corp. (SPNEC) has acquired 100% of the shares of Prime Infrastructure, Inc. (Prime Infra) in Terra Solar Philippines, Inc. (TSPI) for P6 billion.
In a disclosure to the Philippine Stock Exchange, SPNEC said it has executed a Deed of Absolute Sale to acquire the shares from Prime Infra. Together with SPNEC’s shares in TSPI acquired from Solar Philippines, SPNEC is now the owner of 100% of TSPI.
TSPI was established in 2020 as a 50-50 joint venture between SPNEC parent Solar Philippines and Prime Infra to develop a 3.5 GW solar and 4 GWh battery storage project, which has been referred to as the world’s largest solar project.
SPNEC’s developments are supported by the agreement signed between MGen Renewable Energy (MGreen), Solar Philippines, and SPNEC last October 12 for a P15.9 billion investment. Upon closing, MGreen will own 15.7 billion common shares and 19.4 billion preferred shares of SPNEC, translating to a total voting interest of 50.5%.
MGreen is the renewable energy development arm of Meralco Powergen Corporation, a wholly-owned subsidiary of the Manila Electric Company, the country’s largest private-sector electric distribution utility company. SPNEC is currently majority-owned by Solar Philippines.
The SPNEC announced the acquisition of 100 % of Terra Solar Philippines, Inc. after the Philippine Stock Exchange lifted the suspension on the trading of the shares of SP New Energy Corporation last December 1, 2023 after the firm reported that its public float had been raised to 20.02 percent to meet the minimum public ownership requirement of 20 percent.
The public now owns 6.88 billion SPNEC shares with non-public shares amounting to 27.49 billion shares. Substantial shareholders are Leandro Leviste’s Solar Philippines Power Project Holdings Inc. (69.79 percent) and Metro Pacific Investments Corporation (4.65 percent).
SPNEC’s public ownership fell below 20 percent after the approval of its increase in authorized capital stock from 10 billion to 50 billion shares, to support the expansion of its project portfolio.
Last June 2, the PSE ordered the suspension of the trading of the SPNEC shares after the “Company’s public ownership level fell below 20 % prescribed minimum percentage.”
Under the Guidelines on Minimum Public Ownership Requirement for Initial and Backdoor Listing dated August 3, 2020, the SPNEC is required to have at least 20 % public float.
“Given the abovementioned issuance, the Company’s public ownership level fell below the 20 % prescribed minimum percentage,” the PSE stressed.
Manila Electric Co. signed a 20-year Power Supply Agreement with SPNEC’s Terra Solar Philippines for the supply of 850 megawatts (MW) of renewable energy to cover the power distributor’s mid-merit requirement starting 2026.
The PSA provides that a total of 600 MW of power supply will be available by Feb 26, 2026, while an additional 250 MW will be delivered starting Feb 26, 2027 at a headline and levelized cost of electricity (LCOE) rate of P5.80 per kilowatt-hour, which was based on assumptions at the time when the competitive challenge for the unsolicited proposal was launched.
“The rate for this renewable energy supply offer is very competitive and lower than fossil-powered generation plants, especially at this time when fuel prices are skyrocketing. This PSA between Meralco and Terra Solar is very strategic as we ensure the availability of adequate and cost-competitive power for our more than 7.5 million customers in the coming years,” said lawyer Jose Ronald V. Valles, Meralco FVP and head of regulatory management.
“In addition, this PSA forms part of our compliance to the Department of Energy’s (DOE) Renewable Portfolio Standards policy and at the same time cements our commitment to source up to 1,500 MW of our power requirements from renewable energy,” he concluded.
The PSA, which was based on the Terms of Reference earlier approved by the DOE, will be filed with the Energy Regulatory Commission and will be subject to regulatory proceedings and approval before implementation.
The signing of the PSA serves as the culmination of the competitive challenge for Terra Solar’s unsolicited proposal.
