Joint Application

Date (1.4ub Republic of the Philippines C0nfr11 1 ,, "ime ENERGY REGULATORY San Miguel Avenue, Pasig City 'Jtjti

IN THE MATTER OF THE to APPLICATION FOR THE p —s APPROVAL OF THE SALE OF a VARIOUS SUB-TRANSMISSION LINES/ASSETS OF THE NATIONAL TRANSMISSION CORPORATION (TRANSCO) TO

THE CONSORTIUM OF NJ VISAYAN ELECTRIC COMPANY, INC. (VECO) AND CEBU II ELECTRIC COOPERATIVE, INC. (CEBECO II)

ERC CASE No. 2016- RC NATIONAL TRANSMISSION S CORPORATION (TRANSCO) AND THE CONSORTIUM OF VISAYAN ELECTRIC COMPANY, INC. (VECO) AND CEBU II ELECTRIC COOPERATIVE, INC. (CEBECO II), Applicants. x------x

JOINT APPLICATION

Applicants, NATIONAL TRANSMISSION CORPORATION ('TRANSCO") and the CONSORTIUM OF VISAYAN ELECTRIC COMPANY, INC. ("VECO") and CEBU II ELECTRIC COOPERATIVE, INC. ("CEBECO II") or the "CONSORTIUM," for brevity,through counsel, and to this Honorable Commission most respectfully aver that:

1. TRANSCO is a government-owned and controlled corporation created and existing by virtue of R.A. No. 9136, otherwise known as the Electric Power Industry Reform Act of 2001 (EPIRA), with principal office address at the TRANSCO Main Building, Quezon Avenue corner BIR Road, Diliman, Quezbh City.

2. VECO is an electric distribution utility (DU) organized and existing under the laws of the Republic of the Philippines, with principal office address in J. Panis Street, Banilad, Cebu City, Philippines. It is a duly authorized distribution utility of electric power in the municipalities of San Fernando, Minglanilla, Consolacion and Lilo-an and the Cities of Naga,

1 Talisay, Cebu and Mandaue, all in the province of Cebu, pursuant to its franchise under Republic Act No. 9339.

3. CEBECO II is an electric cooperative (EC) duly organized and existing under the laws of the Republic of the Philippines, with principal office address in Malingin, Bogo City, Cebu, Philippines.

4. On 19 January 2016, VECO and CEBECO II entered into an Amended Consortium I Co-Ownership Agreement forming a Consortium for the specific purpose of jointly acquiring, operating and maintaining TRANSCO's sub-transmission assets subject matter of the instant Joint Application. Attached as Annex "A" is a copy of the Amended Consortium/Co-Ownership Agreement

5. By virtue of Section 8 of the EPIRA, TRANSCO assumed the electrical transmission functions of the National Power Corporation, and the responsibility of the latter for the planning, construction and centralized operation and maintenance of high voltage transmission facilities, including grid interconnections and ancillary services.

6. Section 8 of the EPIRA and Rule 6, Section 8 (e) of the EPIRA's Implementing Rules and Regulations (IRR) also mandate the segregation of the transmission and sub-transmission functions and assets for transparency and disposal, and authorize TRANSCO to negotiate for, and to transfer such sub-transmission assets (STAs) and facilities to qualified distribution utilities (DU5).

7. Pursuant thereto, this Honorable Commission promulgated the "Guidelines on the Sale and Transfer of the TRANSCO's Subtransmission Assets and the Franchising of Qualified Consortiums" (ERC Guidelines) dated 17 October 2003, as amended by Resolution No. 3, Series of 2005 dated 17 March 2005 which set forth among others, the standards to distinguish TRANSCO's transmission assets from its sub-transmission assets and establish the approval process prior to the final sale and transfer of STAs to DUs.

8. Consistent with the ERC Guidelines, TRANSCO adopted its own Guidelines on the Sale of Subtransmission Assets (TRANSCO Guidelines) [Annex "B"] as approved by TRANSCO Board Resolution No. TC-2003-067 dated 28 November 2003 (Annex "C'), as further amended by TRANSCO Board Resolution No.TC-2004-009 dated 16 March 2004 (Annex "D").

9. On 16 July 2011, this Honorable Commission issued Resolution No. 15, Series of 2011 entitled "A Resolution Adopting the Amended Rules for the Approval of the Sale and Transfer of TRANSCO's Subtransmission Assets and the Acquisition by Qualified Consortiums." 10. In accordance with the aforesaid ERC Guidelines, and based on a thorough evaluation conducted by TRANSCO, it was determined that the Compostela-Consolacion 69 kV line is a sub-transmission asset. Copies of the Report regarding the nature of the assetand List of STNs for sale to the Consortium are attached as Annexes "E", "F" respectively.

11. On 26 December 2012, TRANSCO and the Consortium concluded a Contract to Sell (Annex "6") for the acquisition of the Compostela-Consolacion 69 kV line for the purchase price of Twenty Seven Million Eight Hundred Twenty Nine Thousand One Hundred Seventy Six and 48/100, Philippine currency (PhP27,829,176.48), which includes the twelve percent value-added tax (12% VAT) of Two Million Nine Hundred Eighty One Thousand Six Hundred Ninety Seven and 48/100, Philippine currency (PhP2,981,697.48). The length of the line indicated in the said Contract to Sell is 16.70 kilometers.

12. After subsequent verification with the National Grid Corporation of the Philippines (NGCP), and based on the revised Single Line Diagram (Annex "H"), it was established that the length of the line is 14.50 kilometers and not 16.70 kilometers, thereby necessitating the reduction of the purchaseprice.

13. On 17 March 2016, TRANSCO and the Consortium concluded an Amended Contract to Sell (Annex "I"), incorporating the reduced purchase price from that of PhP27,829,176.48 to that of Eighteen Million Two Hundred Six Thousand One Hundred Sixty Four and 40/100, Philippine currency (PhPI8,206,164.40) plus 12% VAT of Two Million One Hundred Eighty Four Thousand Seven Hundred Thirty Nine and 73/100, Philippine currency (PhP2,184,739.73), or a total of Twenty Million Three Hundred Ninety Thousand Nine Hundred Four and 13/100, Philippine currency (PhP20,390,904.13), net of adjustments and deductions, which the Consortium shall pay in cash or in the form of Manager's or Cashier's check within sixty (60) calendar days from notice of the Honorable Commission's approval of this Joint Application.

14. Said purchase price is based on the 2014 Sinclair Knight Merz (SKM) rolled forward valuation (Annex "J").

15. TRANSCO has clearly established that the Consortium satisfies the financial and technical capability criteria under Article IV of the ERC Guidelines in acquiring, operating, maintaining, upgrading and expanding the subject STAs.

16. In support of the above allegations are the following relevant documents:

a. Financial Qualification Evaluation of VECO and CEBECO II, respectively (Annexes "K" and "K-I"); I.

b. Technical Qualification Evaluation of VECO and CEBECO II, respectively (Annexes "L" and "L-1"); c. Audited Financial Statements of VECO as of 31 December 2013 and 31 December 2014 (Annex "M"); and, d. Audited Financial Statements of CEBECO II as of 31 December 2013 and 31 December 2014 (Annex "N").

17. Finally, applicants respectfully submit the following documents in compliance with the Honorable Commission's requirements:

a. Draft Deed of Absolute Sale (Annex "0"); b. Franchise Description (Annex "P"); c. List of Connected Distribution Utilities and Directly Connected Entities (Annex "Q"); d. VECO' Secretaiy's Certificate dated 22 October 2015 (Annex "R"); e. CEBECO II Board Resolution No. 119, Series of 2015 (Annex "S"); and, f. CEBECO II Board Resolution No. 103, Series of 2012 (Annex "T").

18. The proposed sale has satisfied all of the requirements and criteria set by the EPIRA and its IRR, as well as the ERC and TRANSCO's Guidelines on the Sale of Subtransmission Assets.

19. The approval by this Honorable Commission of the instant Joint Application shall pave the way for the attainment of a reformed electricity industry under the EPIRA, which would ultimately best serve the interest of the consuming public. PRAYER

WHEREFORE, it is most respectfully prayed of this Honorable Commission that the instant Joint Application for the approval of the sale of TRANSCO's sub-transmission assets in favour of the Consortium of VECO and CEBECO II under the terms provided in the Amended Contract to Sell dated 17 March 2016, be APPROVED.

Applicants also pray for other just and equitable relief.

Quezon City and Taguig City, for Pasig City, 23 May 2016.

Joint Application for the Approval of the 5 Sale of Various Sub-transmission Assets to the Consorflumof VECO and cEBEC0 II

NATIONAL TRANSMISSION CORPORATION TRANSCO Main Building, Quezon Avenue corner BIR Road, Diliman, Quezon City

NOE DE LEON Ge je Counsel IBP No. 09827-09-15, Quezon City R. 36660 MCLE Compliance IV- 0017953, 26 April 2013

LEqr)r T. TAPEL, JR. DepMy Legal Counsel IBP 0995329, 02-02-15, Pasig City Roll No. 34555 MCLE Compliance IV-0012123, 30 January 2013

NYERSONc AA .TUALLA Manager, Legal Counseling Department IBP 07135 (Lifetime), Quezon City Roll No. 52294 MCLE Compliance No. IV-0005200, 22 March 2012

SQLEDAD T. DE LA VEGA-CABANGIS Corporate Attorney Ill Roll of Attorneys No. 45797, 05.24.01 IBP No. 825514 (Lifetime), 04.23.10, Bulacan MCLE Compliance No. V-0004031, effective until 14 April 2019. F'

Visayan Electric Company, Inc. Co-Applicant

KATRINA M. PLATON PTR No. 2816499/ January 18, 2016 / Taguig City IBP Lifetime No. 706864 / Makati City MCLE Compliance No. IV-0011085/January 3, 2013 Roll No. 38338

PTR No. 2816498 / January 18, 2016 / Taguig City IBP No. 1025702 / January 15, 2016 / RSM MCLE Compliance No. V-0002591 / June 9, 2014 Roll No. 55895

LEW LO C. LOPEZ PTR No. 2816590 r uary 18, 2016/Taguig City IBP No. iØs /January15, 2016/ RSM MCLE ComofiancE . V-0014960 / March 4, 2016 No. 59128

}Ih Floor, NAC Tower 32 ndSt., Bonifacio Global, Taguig City Telephone No. 886-2348/Fax No. 886-2405 Cebu II Electric Cooperative, Inc. (CEBECO II) Co-Appllcant

A.C. GAVIOLA LAW OFFICE Rm. 203, 2/F Crown Port View Hotel 3rd Ave., North Reclamation Area, Cebu City acgaviola_Iawoffice©gaviolalaw.Com

ALAN C. GAVIOLA PTR No 7691503; Province of Cebu; Jan. 15, 2015 IBP O.R. 1029056; Cebu City; Jan. 12,. 2016 Roll No 30385 MCLEQQmpliariceil.LOQt96i2;t.ec.jj42010

cThj p ALAN &YRNE-ttAVIOLA PTR No. 10347517; Province oftebu; Jan. 12, 2016 IBP O.R. No. 1029057; Cebu City; Jan. 12, 2016 RbIl.NQ..62695. 1 ME Compliance V, 0009261, July 27, 2015 VERIFICATION and CERTIFICATION of NON-FORUM SHOPPING

I, GENEROSO M. SENAL, of legal age, Filipino, and with principal office address at the National Transmission Corporation (TRANSCO), TRANSCO Main Building, Quezon Avenue corner BR Road, Diliman, Quezon City, after having been duly sworn to in accordance with law, do hereby depose and state, that:

1. I am the Officer-in-Charge (OIC) of TRANSCO, duly authorized to represent it in this Joint Application as per the attached document (Annex "U");

2. I have caused the preparation of the instant Joint Application and read the contents thereof, and I attest that the allegations herein contained are true and correct based on my personal knowledge and on authentic records;

3. TRANSCO has not commenced any other action or proceeding involving the same issues in the Supreme Court, the Court of Appeals or any court, tribunal, or quasi-judicial agency and, to the best of my knowledge, no such other action or claim is pending therein; and

4. Should I hereinafter learn that the same or a similar action or claim has been filed or is pending in the Supreme Court, the Court of Appeals or any court, tribunal, or quasi-judicial agency, I shall report said fact within five (5) days from discovery thereof to this Honorable Commission.

9EN tEAL Affa'ant - / SUBSCRIBED AND SWORN to before me this 7 day of 2016 at TRANSCO, Quezon City. Affiant who is person nown to/e, exhibited to me his TRANSCO I.D. No. 00044-1 is ed at Quezon City on as competent evidence of ide tity.

NOTARY PUBLIC

Notary Public, Appoinment 4o.038 Doc. No. 929-; GornrnAssior, until 31 Oefliaer 2017 Page No. ____ PIR No. 2131577; 01-04-,e; Ou'ezon Crty IBP Lifetime No, 086t; Butacn Book No. cZf Ro4l OtAttornes No. 53664 MCL.E Comp4ianc NoV4)00573&uflth4-14- i Series of 2016. Unit 305, J. Rosa Condominium 44 Ma*n&nar, 81,1 eathers Village Eas DiIirnan.Quezon Cit VERIFICATION and CERTIFICATION of NON-FORUM SHOPPING

I, DENNIS S. VERALLO, Filipino,of legal age, and with office address at Visayan Electric Company, Inc. (VECO), J. Panis Street, Banilad, Cebu City, Philippines, after having been duly sworn to in accordance with law, do hereby depose and state that:

1. I am an authorized representative of Visayan Electric Company, Inc. (VECO), Co-applicant in this Joint Application as evidenced by the attached VECO Secretary's Certificate (Annex "V");

3. VECO has not commenced any other action or proceeding involving the same issues in the Supreme Court, the Court of Appeals or any court, tribunal, or quasi-judicial agency and, to the best of my knowledge, no such other action or claim is pending therein; and,

4. Should I hereinafter learn that the same or a similar action or claim has been filed or is pending in the Supreme Court, the Court of Appeals or any court, tribunal, or quasi-judicial agency, I shall report said fact withi ye (5) days from discovery thereof to this Honorable Commission.

RALLO

,, UBSRIBED AND SWORN to before me this JUN 0 9211 in Wv". \WfL\ affiant exhibiting to me his Driver's License with No. G01-07- 012295 expiring on 3 October 2018 and his CTC 02417678 issued on 27 April 2016 in Cebu City.

90Lt ANNE-B; OCABA Ei SSION NO. 117- 15 : 63882 t

NOTARY 2016 flJI3E;$V LOU CENTER BU CITY ROLL Doc. No. 1S1 rig NO. 874059. •-01/O5 16 Page No.\. ISP NO. 1014745. - - OIfO16 Book No. II. Series of 2016. VERIFICATION WITH CERTIFICATION OF NON-FORUM SHOPPING

I, LOWELL 0. BELCIAA, of legal age, Filipino with postal address at CEBECO II, Malingin, Bogo City, Cebu having been sworn in accordance with law hereby depose and say:

That I am the General Manager duly authorized by the Board of Directors to file the foregoing Application;

That by virtue of said resolution, I have caused the preparation of the foregoing application; that I have read and understood all the contents thereof, and hereby state that all allegations therein made are true and correct of my own knowledge and based on authentic records;.and .

That the CEBECO II has not commenced any action or poceedings involving the same issues before the Supreme. Court, Court of Appeals, or any other tilbunal or agenOy; that to the best of our knowledge, no such action or proceeding is pending in the Supreme Court1 Court of Appeals, or any other tribunalagency;..that should hereafter we learn that a similar action or proceedings has been filed or is pending before the Supreme Court, Court of Appeals, or any other Tribunal or agency, we.shall.undertake to report to the Honorable Commission of said fact within five (5) . days• from knowledgetherefrom......

2 5 hN Q\17NESS WHEREOF, I have hereunto set my hand this ___ day of 2016 in the City of Cebu, Philippines.

LO BELCINA Affiant: H

SUSSCRIbED AND SWOkN TO BEFORE ME thu.MAY 2015 day of 2016, at Cebu City, Philippines Affiant, for purposes of identification, exhibited to me his Drivers License ID no. G-07-90-000251 valid until February 27, 2017

Doc. No. G; Page No. Book No. 1 Series of 2016.

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