C04092-2023

SECURITIES AND EXCHANGE COMMISSIONSEC 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 22, 2023
2. SEC Identification Number
CS201320778
3. BIR Tax Identification No.
008-647-589
4. Exact name of issuer as specified in its charter
Century Pacific Food, Inc.
5. Province, country or other jurisdiction of incorporation
MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
7/F Centerpoint Building, Julia Vargas Avenue cornert Garnet Road, Ortigas Center, Pasig City Postal Code 1605
8. Issuer's telephone number, including area code
(02) 8633 8555
9. Former name or former address, if changed since last report
-
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 Shares 3,542,258,595
11. Indicate the item numbers reported herein
Item 9: Other Events

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.

Century Pacific Food, Inc.CNPF

PSE Disclosure Form 4-31 - Press Release References: SRC Rule 17 (SEC Form 17-C)
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

CPG CONDUCTS PRIVATE PLACEMENT FOR 3% STAKE IN CNPF
Background/Description of the Disclosure

On 19 May, Century Pacific Food, Inc. (“CNPF”) has been informed by its majority shareholder, Century Pacific Group, Inc. (“CPG”), that its Board of Directors approved the sale of 114,000,000 common shares (the “Shares”) in CNPF through an overnight placement (the “Transaction”). The shares were sold at a transaction price of PHP 24.60 per Share for a total consideration of PHP 2,804,400,000. Proceeds from the sale shall be settled three (3) trading days after crossing of the Shares. UBS AG, Singapore Branch (“UBS”) acted as Sole Placement Agent for the Transaction.

The Transaction was oversubscribed, anchored by high-quality long-only international and domestic institutional investors. On the back of strong demand, the Transaction was successfully priced at a tight discount of 5.20% to last close.

The CNPF shares to be sold in the secondary block trade are all owned by CPG and will not dilute the shareholdings of CNPF’s existing public investors as of the date of the placement. Furthermore, the transaction is expected to increase CNPF’s public float from 31% to 34%, which we believe will improve CNPF’s trading liquidity and allow for greater investor participation in the stock.

The Chairman of CPG, Christopher T. Po, mentioned, “We are seeing opportunities at the holding company level and will be deploying proceeds across various investments. Post transaction, CPG will continue to hold majority stake in CNPF with 66% ownership. We do not expect any sale of CNPF shares by CPG for the foreseeable future. As a majority shareholder, we continue to support the long-term prospects of CNPF.”

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”) or any other jurisdiction and may not be offered or sold except (A) in the United States only to persons who are qualified institutional buyers as defined in Rule 144A under the US Securities Act and (B) outside the United States pursuant to Regulation S under the US Securities Act. Nothing in this communication shall constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction where to do so is unlawful.
Other Relevant Information

Please see attached.
Filed on behalf by:
Name Maria Rosario Ybanez
Designation Compliance Officer