Cirtek Holdings Philippines CorporationTECH

Notice of the Company's adjustment on the Dividend Rate for TECH's Preferred B-2 Subseries B Shares ("TCB2B")

Cirtek Holdings Philippines Corporation (the “Corporation”) do hereby give notice in the Adjustment of the Dividend Rate in relation to the subsequent declaration of dividends of the Preferred B-2 Subseries B Shares of the Corporation from 6.1250% to 10.1250% effective 18 June 2023. The adjustment in the Dividend Rate of the 20,000,000 Preferred B2-B shares is expected on the two and a half (2.5) years anniversary of the issue date, or the Step-Up Date on June 18, 2023, when the Initial Dividend Rate of 6.1250% shall be accordingly adjusted by adding a Step Up Spread of 400 bps, resulting to a Step-Up Rate of 10.1250%. The adjusted dividend rate of 10.1250% will take effect on the third Quarterly Dividend Payment for the year 2023. The Board of Directors of the Corporation, during its meeting held on 16 June 2023 approved the foregoing adjustment.
By way of background, On 7 October 2020, the SEC issued the Certificate of Filing of Enabling Resolution approving the Corporation’s Enabling Resolutions designating the subseries of Preferred B-2 Shares, namely: Preferred B2 Subseries A and Preferred B2 Subseries B, and to allocate the 200,000,000 Preferred B-2 Shares as follows: (i) 67,000,000 Preferred B-2 Subseries A Shares, and (ii) 33,000,000 Preferred B-2 Subseries B Shares, and the balance of 100,000,000 Preferred B2 Shares shall be designated by the Board in subseries at a future date.
The Board of Directors of TECH, in its special meeting held on 10 November 2020, approved the subscription by Camerton, Inc. of up to 33,000,000 Preferred B2 Subseries B Shares of the Company at the subscription price of One US Dollar (USD1.00) per share.
On 18 December 2020, the stock certificates and shares were thereafter issued to Camerton, Inc.;
On 20 January 2021, the PSE approved the application for listing of its 20,000,000 U.S. Dollar Denominated Preferred B2-B Shares issued to Camerton, Inc. by way of private placement. TECH has complied with all post-approval requirements for the listing of the shares subject of the private placement transaction. TECH’s Preferred B2-B Shares, with the stock symbol “TCB2B”, listed on February 2, 2021.
Based on the Features, Terms, and Conditions of the Preferred B-2 Subseries B Shares (“Features, Terms and Conditions”), unless the Preferred B-2 Subseries B Shares shall have been redeemed by the Issuer on the Step-Up Date, or two and a half (2.5) years from Issue Date, the Dividend Rate shall be adjusted by adding a Step Up Spread of four hundred (400) basis points of the Initial Dividend Rate of 6.125% per annum. Since the Issue Date of the Preferred B-2 Subseries B Shares is on 18 December 2020, the Step-Up Date is on 18 June 2023.
Further, based on the Features, Terms and Conditions, the Issuer may redeem, in whole and not in part, after giving not less than thirty (30) nor more than sixty (60) days’ writ-ten notice prior to the intended date of redemption:
a) As and if approved by the Board of Directors, two and a half (2.5) years from Issue Date, which is the same as the Step-Up Date (“Early Redemption Date”), or on any Dividend Payment Date thereafter (each, an “Optional Redemption Date”); or
b) At any time, if an Accounting Event, Tax Event or Change of Control Event (“Events”), as defined in the Features, Terms and Conditions, has occurred and is continuing.
However, due to the absence of any of the Events and the Company’s decision not to exercise its option to redeem the Preferred B-2 Subseries B Shares by the Early Redemption Date or Optional Redemption Date, the Company’s management have decided, in accordance with the Features, Terms and Conditions, to adjust the dividend rate of Preferred B-2 Shares Subseries B Shares to Step Up Rate of 10.125% effective on its Step-Up Date, or on 18 June 2023, pursuant to the approval of the Board of Directors in a Regular Board Meeting held on 16 June 2023.

Please see the attached SEC Form 17-C.