C00621-2024

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)
Feb 5, 2024
2. SEC Identification Number
31168
3. BIR Tax Identification No.
002-724-446-000
4. Exact name of issuer as specified in its charter
A BROWN COMPANY, INC.
5. Province, country or other jurisdiction of incorporation
Metro Manila
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Xavier Estates Uptown, Airport Road, Balulang, Cagayan de Oro City Postal Code 9000
8. Issuer's telephone number, including area code
Liaison Office - (02) 8631-8890 / (02) 8633-3135
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 Stock 2,372,367,911 shares
Preferred Stock 13,264,900 shares
11. Indicate the item numbers reported herein
Item No. 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.

A Brown Company, Inc.BRN

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Preferred Shares Offering – Series B and C – Initial Dividend Rate
Background/Description of the Disclosure

We wish to inform the Securities and Exchange Commission that on 05 February 2024, the Issuer authorized the domestic offer and issuance of 10,000,000 Preferred Shares – Series B and Series C with an oversubscription option of 5,000,000 Preferred Shares that will be issued out of its 50,000,000 Preferred Shares shelf registration under MSRD Order No. 76 Series of 2021, with the following Initial Dividend Rates:

Series B Preferred Shares: 8.25% per annum
Series C Preferred Shares: 8.75% per annum

Dividend Rate Step-Up:

If the Preferred Shares shall not have been redeemed by the Issuer on the First Optional Redemption Date, in respect of the Series B Preferred Shares, three (3) years and six (6) months from the Issue Date (the “Series B Step-Up Date”), and in respect of the Series C Preferred Shares, five (5) years from the Issue Date (the “Series C Step-Up Date”), or on the next Banking Day in case the relevant Step-Up Date falls on a non-Banking Day, the dividends on each subseries will be adjusted as follows:

(a) for the Series B Preferred Shares, the higher of (a) the simple average of the closing per annum rate of 10-year BVAL (or successor benchmark) for the three (3) consecutive Banking Days preceding and inclusive of the rate setting date, plus 5.00%; or (b) the floor rate of 9.75%. (the “Series B Step-Up Dividend Rate”); and

(b) for the Series C Preferred Shares, the higher of (a) the simple average of the closing per annum rate of 15-year BVAL (or successor benchmark) for the three (3) consecutive Banking Days preceding and inclusive of the rate setting date, plus 5.00%; or (b) the floor rate of 11.50% (the “Series C Step-Up Dividend Rate”).
Other Relevant Information

The Company shall provide a separate disclosure once the Permit to Offer and Sell Securities has been issued and the availability of the Offer Supplement for the Series B and Series C Preferred Shares.
Filed on behalf by:
Name Allan Ace Magdaluyo
Designation Senior Finance Manager/Corporate Information Officer/Compliance Officer