C04851-2023

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 20, 2023
2. SEC Identification Number
CS2011102137
3. BIR Tax Identification No.
007-979-726-000
4. Exact name of issuer as specified in its charter
Cirtek Holdings Philippines Corporation
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
116 East Main Avenue Phase V SEZ Laguna Technopark Binan Laguna Postal Code 4024
8. Issuer's telephone number, including area code
02 7729 62 05
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
TECH 668,505,825
11. Indicate the item numbers reported herein
Item 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.

Cirtek Holdings Philippines CorporationTECH

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

Results of the 16 June 2023 Regular Meeting of the Board of Directors of Cirtek Holdings Philippines Corporation (“TECH” or the “Company”)
Background/Description of the Disclosure

The Board of Directors of TECH, in its regular meeting held on 16 June 2023, approved the following:

1. Approval of the Adjustment of the Dividend Rate in relation to the subsequent declaration of dividends of the Preferred B-2 Subseries B Shares (“Preferred B-2B Shares”) of the Company from 6.00% to 10.00% effective 18 June 2023.

The Company is preparing for the forthcoming adjustment of the Dividend Rate that is expected two and a half (2.5) years after the issue date, or the Step-Up Date on 18 June 2023, of the 20,000,000 Preferred B-2B Shares, where the Initial Dividend Rate of 6.00% per annum shall be accordingly adjusted by adding a Step-Up Spread of 400 basis points, resulting to a Step-Up Rate of 10.00% per annum.

By way of background, the Board of Directors of the Company on 1 September 2020 approved the following:
1.The designation of Subseries of Preferred B-2 Shares consisting of 33 Million Unissued Existing Preferred B-2 Shares to be denominated as Preferred B-2 Subseries B Shares and to denominate the Preferred B-2 Shares issued in 2017 consisting of 67 Million Preferred B-2 Shares as Preferred B-2 Subseries A Shares.
2. The Features, Terms and Conditions of the Preferred B-2 Subseries B Shares and the filing of Enabling Resolutions/Directors’ Certificate with the Securities and Exchange Commission (“SEC”) for the Preferred B-2 Subseries B Shares.
3. The offer for sale or subscription of up to 33 Million of its Preferred B-2 Subseries B Shares by way of private placement and subsequent offer to qualified buyers for an offer price of up to One US Dollar (USD1.00) per share, and the listing of such shares with The Philippine Stock Exchange (“PSE”).

On 7 October 2020, the SEC issued the Certificate of Filing of Enabling Resolution approving the Company’s Enabling Resolutions designating the subseries of Preferred B-2 Shares, namely: Preferred B-2 Subseries A and Preferred B-2 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 B-2 Shares shall be designated by the Board of Directors of the Company 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 B-2 Subseries B Shares of the Company at the subscription price of One US Dollar (USD1.00) per share. Hence, on 18 December 2020, TECH issued Preferred B-2B Shares to Camerton, Inc.

On 20 January 2021, The PSE approved the application for listing of its 20,000,000 U.S. Dollar Denominated Preferred B-2B 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”, was listed on 2 February 2021.
Other Relevant Information

Amended to correct the initial dividend rate from 6.125% p.a to 6.00% p.a. The new Adjusted Rate will be 10.00% p.a.Please see the attached SEC Form 17-C.
By way of background the The Board of Directors of TECH, in its special meeting held on 2 December 2020, approved the setting of the Dividend Rate of the Preferred B2 Subseries B Shares to 6% per annum.
Filed on behalf by:
Name Emelita Cruzada
Designation Chief Compliance Officer