Securities and Exchange Commission: Sec Form 17-C

C02885-2015
SECURITIES AND EXCHANGE COMMISSION

SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported)

May 26, 2015
2. SEC Identification Number
AS092-000589
3. BIR Tax Identification No.
001-817-292
4. Exact name of issuer as specified in its charter
Greenergy Holdings Incorporated
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office

54 National Road, Dampol II-A, Pulilan, Bulacan
Postal Code
3005
8. Issuer's telephone number, including area code
(02) 621-6742; (02) 579-4490
9. 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 1,800,778,565
Preferred 1,000,000,000
11. Indicate the item numbers reported herein
Item 9
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.
Greenergy Holdings Incorporated
GREEN
PSE Disclosure Form 4-32 - Reply to Exchange's Query
Subject of the Disclosure
Reply to the Exchange’s Query
Description of the Disclosure
As provided in the 13 and 14 May 2015 disclosures of Greenergy Holdings Incorporated (the “Company”), the Order
dated 11 May 2015 issued by the Court of Appeals (the “Court”) directed that the specified bank accounts of (1) the
Company; (2) Sunchamp Real Estate Development Corp. (“Sunchamp”), a subsidiary of the Company; (3) Earthright
Holdings, Inc. (“Earthright”), a stockholder of the Company; (4) Mr. Antonio L. Tiu, the Chairman/President of the
companies; and (5) related bank accounts (the “Order”) be frozen.
The freezing of the bank accounts of the foregoing persons is predicated solely on the allegation made by the Anti-Money
Laundering Council (“AMLC”) that the multiple transactions involving receipt of inward remittances and inter-branch fund
transfers between Greenergy, Earthright, and Sunchamp were allegedly without any underlying legal or trade obligation,
purpose, or economic justification and/or that they were allegedly not commensurate to the business or financial capacity
of the individuals involved.
The rules on confidentiality and sub judice bar the Company from publicly going into the details of the ongoing
proceedings with the Court of Appeals. However, the Company wishes to draw attention to the following disclosures
lodged with the Philippine Stock Exchange (hence, already public and readily accessible) that would readily belie the
claim of the AMLC of any purported "unjustified transactions” between the companies:
(1) Subscription by Earthright to P250 Million worth of common shares and P37.5 Million worth of preferred shares of the
Company;
(2) Sale of the Company’s interest in a biomass power plant for at least P400 Million;
(3) Sale by Earthright of marketable securities to the Company for approximately P255 Million;
(4) Acquisition by the Company of additional marketable securities in the amount of around P113 Million;
(5) Investment by the Company in Sunchamp for the total consideration of P310 Million; and
(6) Receipt by the Company of the unpaid subscription that was due from Earthright and Sunchamp for the total amount
of more than P300 Million.
(the “Material Disclosures”).
With respect to the marketable securities, attached are the 2 July 2014 and the 7 July 2014 disclosures of the Company.
The Company’s Material Disclosures show that the receipts and transmittals involving the companies had economic
justifications and involved business transactions, which were timely made public.
Information Requested
This disclosure is made in compliance with the letter of the Philippine Stock Exchange dated 21 and 26 May 2015
directing the Company to make a disclosure of all information in the 11 May 2015 Order of the Court of Appeals
pertaining to the Company, its subsidiaries and affiliates, and its directors, officers, and shareholders to the extent that
such information may reasonably be expected to have a significant impact in the trading or market price of the Company’s
securities and to include any information necessary to make the entire disclosure not misleading.
Please see the attached disclosures dated 2 July 2014 and 7 July 2014.
Filed on behalf by:

Name Paula Katrina Nora
Designation Assistant Corporate Secretary

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C02885-2015

SECURITIES AND EXCHANGE COMMISSION

CURRENT REPORT UNDER SECTION 17

1. Date of Report (Date of earliest event reported)

7. Address of principal office

PSE Disclosure Form 4-32 - Reply to Exchange's Query

Subject of the Disclosure

Reply to the Exchange’s Query

Description of the Disclosure

(the “Material Disclosures”).

Filed on behalf by:

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