C04508-2023

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)
Jun 7, 2023
2. SEC Identification Number
CS200803939
3. BIR Tax Identification No.
006-990-128
4. Exact name of issuer as specified in its charter
TOP FRONTIER INVESTMENT HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
5th Floor, ENZO Building, No. 399 Sen. Gil Puyat Ave., Makati City Postal Code 1200
8. Issuer's telephone number, including area code
(02) 8632-3481
9. Former name or former address, if changed since last report
N.A.
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 332,886,167
Conso.Total Liab. (as of 3.31.23 in Millions Php) 1,732,871
11. Indicate the item numbers reported herein
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.

Top Frontier Investment Holdings, Inc.TFHI

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

Execution by Top Frontier Investment Holdings, Inc.(the "Corporation") and Far East Holdings Inc. ("FEHI") on 07 June 2023 of the following agreements:

(1) Subscription Agreement covering the subscription by FEHI to 45,000,000 common shares of the Corporation; and

(2) Agreements on the amendments to the perpetual securities of the Corporation.
Background/Description of the Disclosure

The Corporation hereby reports the following matters:

a. On 07 June 2023, the Corporation and Far East Holdings, Inc. (“FEHI”) entered into a Subscription Agreement covering the subscription by FEHI to 45,000,000 common shares of the Corporation out of its unissued common shares (the “Subscribed Shares”) at a subscription price of Php241.42 per common share, equivalent to an aggregate subscription price of Ten Billion Eight Hundred Sixty Three Million and Nine Hundred Thousand Pesos (Php10,863,900,000.00), to be fully paid in cash on or before 30 June 2023, or such other date as shall be agreed upon between the Corporation and FEHI. The Corporation shall secure ratification by its shareholders of the issuance of the Subscribed Shares, the approval by its shareholders for the listing of the Subscribed Shares on the Philippine Stock Exchange (“PSE”), and the filing of the application for the listing of the Subscribed Shares with the PSE, by way of compliance with the Implementing Guidelines for the Listing of the Issued and Outstanding Shares, after securing the aforementioned stockholders’ approval.

b. On 07 June 2023, the Corporation and FEHI entered into the agreements for the amendments of the terms and conditions of the perpetual securities of the Corporation, which include the change in the distribution rates and the inclusion of a convertibility feature of the perpetual securities into common shares of the Corporation at a conversion price of Php289.70 per common share, which amendments shall be effective on 20 June 2023 for the Perpetual Securities (Series “A”), 21 June 2023 for the Perpetual Securities (Series “B” and Series “C”), and 30 June 2023 for the Perpetual Securities.
Other Relevant Information

Please see attached SEC Form 17-C, as filed with the Securities and Exchange Commission through electronic mail on even date.
Filed on behalf by:
Name Irene Cipriano
Designation Assistant Corporate Secretary