OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER 1. Date of Report (Date of earliest event reported) Jul 6, 20222. SEC Identification Number CS2008115303. BIR Tax Identification No. 007-085-1914. Exact name of issuer as specified in its charter NICKEL ASIA CORPORATION5. Province, country or other jurisdiction of incorporation Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office 28th Floor NAC Tower, 32nd Street, Bonifacio Global City, Taguig CityPostal Code16348. Issuer's telephone number, including area code (632) 7798-76229. Former name or former address, if changed since last report Not applicable.10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
| Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
| Common (NIKL) | 13,630,850,117 |
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Nickel Asia CorporationNIKL PSE Disclosure Form 4-22 - Joint Ventures References: SRC Rule 17 (SEC Form 17-C) andSection 4.4 of the Revised Disclosure Rules
| Subject of the Disclosure |
Joint Venture between Nickel Asia Corporation subsidiary, Emerging Power, Inc., and Shell Overseas Investments B.V. |
| Background/Description of the Disclosure |
Joint Venture between Nickel Asia Corporation subsidiary, Emerging Power, Inc., and Shell Overseas Investments B.V. |
| Date of Approval by Board of Directors | Jun 29, 2022 |
| Date of Approval by Stockholders, if applicable | N/A |
| Description and nature of the transaction including the timetable for implementation, and related regulatory requirements |
On July 1, 2022, Nickel Asia Corporation ("NAC") disclosed that its renewable energy subsidiary, Emerging Power, Inc. ("EPI"), entered into a joint venture with Shell Overseas Investments B.V. ("Shell"), a corporation registered in the Netherlands. EPI and Shell shall establish an investment company in the Philippines that will pursue renewable energy projects in the country. EPI and Shell shall have equity ownership of 60% and 40%, respectively, in the investment company. |
| Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
EPI, together with its parent company, NAC, and Shell have a shared vision of providing more, reliable, and sustainable energy for the Philippines and fully support the Department of Energy's latest Philippine Energy Plan that aims to increase to 35 percent the share of renewables in the country's power mix by 2030, and to 50 percent by 2040. The EPI-Shell joint venture aims to contribute to the country's goal of realizing an additional renewable capacity of 73.9 GW over the next two decades. |
| Amount of investment and/or interest by the parties involved |
The authorized capital stock of the investment company shall be Php8.5 billion. It shall have an initial subscribed capital of Php2.0 billion and a paid-up capital of Php500 million. EPI and Shell will initially subscribe to 60% and 40% respectively, of the initial capitalization of the investment company. |
| Provisions on profit-sharing, arrangements on management and operations |
The investment company will distribute 100% of distributable profits in accordance with law, subject to the funding requirements of the renewable energy projects to be undertaken; loan obligations, if any; taxation and operational requirements; and provided that the investment company has sufficient liquidity to continue operating in accordance with its business plans. |
| Conditions precedent to closing of transaction, if any |
Not applicable. |
| Other salient features of the joint venture agreement |
None. |
| Name | Nature of Business | Nature of any material relationship with the Issuer and the parties to the joint venture, their directors/officers or any of their affiliates |
| Emerging Power, Inc. (EPI) | Holding company/renewable energy | NAC holds 86.29% equity ownership in EPI. |
| Shell Overseas Investments B.V. | Holding company/investments in oil, natural gas, renewable energy | No relationship with NAC. |
| Effect(s) on the business, financial condition and operations of the Issuer, if any |
The partnership between EPI and Shell would allow both companies to boost the supply of renewable energy in the Philippines and is in line with NAC's vision to become the premier ESG investment in the country. |
| Other Relevant Information |
None. |
| Name | Georgina Carolina Martinez |
| Designation | Senior Vice President - Compliance and Corporate Services, Chief Compliance Officer, Assistant Corporate Secretary |
