Energy Development : Update on Final Tender Offer Report

Energy Development Corporation

38th Floor, One Corporate Centre Building, Julia Vargas corner Meralco Avenue Ortigas Center, Pasig 1605, Philippines

Trunklines: +63 (2) 667-7332 (PLDT) / +63 (2) 755-2332 (Globe)

October 2, 2017

OIC-HEAD, Disclosures Department The Philippine Stock Exchange, Inc. Philippine Stock Exchange Plaza

Ayala Triangle, Ayala Avenue, Makati City

Dear Mr. Zuño:

We advise the Philippine Stock Exchange that Energy Development Corporation (EDC) has received a notice from the Philippines Renewable Energy Holdings Corporation (PREHC or the Bidder) on 02 October 2017 in relation to its tender offer (the EDC Tender Offer).

The Bidder has advised that in compliance with the rules and regulations implementing the Securities Regulation Code, they had enclosed as Annex A the Final Tender Offer Report which has been filed with the Securities and Exchange Commission (SEC).

The Bidder has also requested EDC to provide details of and information related to the foregoing to its common shareholders, and to make the materials available through its usual disclosure procedures.

Attached is a copy of the notice, including the Final Tender Offer Report (Annex A).

cc: VINA VANESSA S. SALONGA

Head - Issuer Compliance and Disclosure Department (ICDD) Philippine Dealing & Exchange Corp.

2 October 2017

One Corporate Centre, Julia Vargas corner Meralco Avenues, Ortigas Center, Pasig City 1605

Attention: Mr. Richard B. Tantoco

President and Chief Operating Officer

Energy Development Corporation

Re: Tender Offer by Philippines Renewable Energy Holdings Corporation for Common Shares of Energy Development Corporation (EDC)

Gentlemen:

We refer to the present tender offer (the EDC Tender Offer) by Philippine Renewable Energy Holdings Corporation (the Bidder) for up to (and only up to) 8,900,000,000 common shares (representing approximately 31.7% of the outstanding voting shares) of Energy Development Corporation (the Company) in accordance with the terms and conditions thereof as set forth in SEC Form 19-1 (including its annexes, exhibits and schedules, hereafter, the Tender Offer Report) dated and filed with the Securities and Exchange Commission (SEC) as of3 August 2017 .

In compliance with the rules and regulations implementing the Securities Regulation Code, enclosed herewith as Annex A hereof is the Final Tender Offer Report which has been filed with the SEC and the Philippine Stock Exchange, Inc. on 2 October 2017.

To provide as much information on the EDC Tender Offer as possible, we respectfully request that the Company provide details of and information relating to the foregoing to its common shareholders as appropriate or as may be convenient for the Company. Again, further to our commitment to disseminate information on the Bidder's tender offer and in anticipation of the usual queries in relation thereto, we respectfully request the Company to provide access to the foregoing materials to its common shareholders through its usual disclosure procedures .

Yours truly,

ZA

SEC FORM 19-1

Check the appropriate box:

X

Initial Filing Amendment

Amendment No. 2 - Final Report

Items Amended by the Filing: Items 3, 4, 5 and 6

1. Exact Name of Subject Company as Specified in its Charter

   ENERGY DEVELOPMENT CORPORATION

2. Address of Principal Offices

   One Corporate Centre, Julia Vargas corner Meralco Avenue, Ortigas Center, Pasig City Postal Code: 1605

3. SEC Identification Number 66381 (c) Industry Classification Code (SEC Use Only)

(d) BIR Tax Identification Number: 000-169-125-000

4. Name of Bidder

   PHILIPPINES RENEWABLE ENERGY HOLDINGS CORPORATION

   (a) Address of Principal Offices

   Level 22, 6750 Office Tower, Ayala Avenue, Ayala Center, Barangay San Lorenzo, Makati City Postal Code: 1223

5. Title or Class of Securities Subject to Tender Offer

   Common Shares

   SEC Form 19-1 Instructions February 2001

   Item 1. Subject Company and Class of Security Subject to the Tender Offer

6. The subject company is Energy Development Corporation (EDC or the Company), a corporation organized and existing under the laws of the Republic of the Philippines, with principal office address at One Corporate Center, Julia Vargas corner Meralco Avenue, Ortigas Center, Pasig City, Philippines 1605.

7. As of 31 July 2017, the Company has an authorized capital stock of Thirty Billion One Hundred Fifty Million (P30,150,000,000.00) divided into (i) Twenty Seven Billion (27,000,000,000) common shares with a par value of One Peso (P1.00) per share (the Common Shares), (ii) Fifteen Billion (15,000,000,000) voting preferred shares with a par value of One Centavo (P0.01) per share (the Voting Preferred Shares), and (iii) Three Hundred Million (300,000,000) non- voting preferred shares with a par value of Ten Pesos (P10.00) per share (the Non-Voting Preferred Shares). Out of the authorized capital stock, a total of (i) Eighteen Billion Seven Hundred Thirty Seven Million Ten Thousand (18,737,010,000) Common Shares and (ii) Nine Billion Three Hundred Seventy Five Million (9,375,000,000) Voting Preferred Shares are outstanding and fully paid-up.

   On 3 August 2017, Philippines Renewable Energy Holdings Corporation (the Bidder) entered into an Implementation Agreement (the Agreement) with First Gen Corporation (First Gen), Red Vulcan Holdings Corporation (Red Vulcan) and Northern Terracotta Power Corporation (NTPC). Red Vulcan and NTPC are wholly-owned subsidiaries of First Gen. Under the Agreement, in consideration of certain undertakings of the parties, the Bidder agreed to acquire through a public tender offer up to (and only up to) Eight Billion Nine Hundred Million (8,900,000,000) Common Shares (representing approximately 31.7% of the outstanding voting shares of the Company) from shareholders of the Company other than Red Vulcan. The Agreement further provides that:

8. The parties agreed that the obligation of the Bidder to purchase the Common Shares through its public tender offer will be under the condition (among other conditions that the Bidder may prescribe) that during the course of the Bidder's tender offer, at least Six Billion Six Hundred Million (6,600,000,000) Common Shares, or Common Shares representing approximately 23.5% of the total outstanding voting shares of the Company will have been:

9. validly tendered (which means offered for sale to the Bidder) by the Company's shareholders other than Red Vulcan,

10. eligible for or otherwise capable of being purchased by the Bidder, and

11. accepted for purchase by the Bidder,

    in each case, in accordance with the terms and conditions of the tender offer as prescribed by the Bidder (the "Tender Threshold Condition").

12. The parties agreed to carry out (or cause to be carried out) certain transactions that intend to convert the Company from a public company and a reporting issuer, into a non-public company and a non-reporting issuer.

13. Subject to the scale back provisions under Rule 19.9.5 of the implementing rules and regulations of the Securities Regulation Code (SRC), First Gen and NTPC, which are affiliates of Red Vulcan and the Company, will participate in the Bidder's tender offer. They will offer One Billion Nine Hundred Seventy Eight Million One Hundred Nineteen Thousand Seven Hundred (1,978,119,700) Common Shares held by them to the Bidder.

A summary of the key terms of the Agreement is provided in Exhibit G-1.

Subject to the Tender Threshold Condition and the terms and conditions of the tender offer attached as Exhibit A hereof (collectively known as the Tender Offer Conditions), the Bidder is conducting a tender offer (called the Tender Offer) for up to (and only up to) Eight Billion Nine Hundred Million (8,900,000,000) Common Shares (the Tender Offer Shares) held by shareholders of the Company other than Red Vulcan.

SEC Form 19-1 2

February 2001