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)
Dec 21, 2016
2. SEC Identification Number
CS200711792
3. BIR Tax Identification No.
006-806-867-000
4. Exact name of issuer as specified in its charter
GT Capital Holdings, Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
43rd Floor GT Tower International, 6813 Ayala Avenue corner H.V. Dela Costa Street, Makati CityPostal Code1227
8. Issuer's telephone number, including area code
(632) 836-4500
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
174,300,000
Perpetual Preferred Shares (GTPPA)
4,839,240
Perpetual Preferred Shares (GTPPB)
7,160,760
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.
GT Capital Holdings, Inc.GTCAP
PSE Disclosure Form 4-15 - Creation and Issuance of New Equity Security References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Number of Series "A" and "B" Perpetual Preferred Shares
Background/Description of the Disclosure
Number of Series "A" and "B" Perpetual Preferred Shares
Date of approval by Board of Directors of the creation and/or issuance of a new security
Jun 23, 2016
Rationale for the creation and/or issuance
For payment of short-term peso-denominated financial obligations and funding strategic acquisitions
Features of the new security
If convertible
Conversion or entitlement ratio
N/A
Corresponding number of underlying shares with percentage to total outstanding shares
N/A
Conversion price or exercise price
N/A
Provisions for adjustment(s) in conversion ratio and/or conversion period
N/A
If redeemable
Redemption price
Issue Price plus any accrued and unpaid dividends
Redemption period
5th (GTPPA) and 7th (GTPPB) Anniversary of Issue Date
Method and/or procedures in redemption
GT Capital has the option, but not the obligation, to redeem in whole (but not a part of) the Perpetual Preferred Shares.
Please refer to the Final Offer Term Sheet disclosed on October 17, 2016.
Terms and conditions of the issuance
Number of shares to be issued
12,000,000
Corresponding percentage to total outstanding shares
3.33
Issue price per share
Php1,000.00
Aggregate value of consideration
Php12,000,000,000.00
Source of shares available for issuance
Authorized non-voting Perpetual Preferred Shares
Basis upon which the issue value was determined
By dividing gross proceeds by the amount of offer shares allocated for the offer
Terms of payment
Payment in cash
Timetable and manner of issuance
Public offering was conducted on October 17-21, 2016.
Effect(s) on the ownership structure, including the list of principal shareholders with their corresponding shareholdings and percentage ownership to total outstanding shares before and after the transaction
Principal Shareholders
Before
After
Number of shares
%
Number of shares
%
N/A
-
-
-
-
Effect(s) on the capital structure
Issued Shares
Type of Security/Stock Symbol
Before
After
Common (GTCAP)
174,300,000
174,300,000
Voting Preferred
174,300,000
174,300,000
Perpetual Preferred Shares (GTPPA)
0
4,839,240
Perpetual Preferred Shares (GTPPB)
0
7,160,760
Outstanding Shares
Type of Security/Stock Symbol
Before
After
Common (GTCAP)
174,300,000
174,300,000
Voting Preferred
174,300,000
174,300,000
Perpetual Preferred Shares (GTPPA)
0
4,839,240
Perpetual Preferred Shares (GTPPB)
0
7,160,760
Treasury Shares
Type of Security/Stock Symbol
Before
After
N/A
-
-
Listed Shares
Type of Security/Stock Symbol
Before
After
Common (GTCAP)
174,300,000
174,300,000
Perpetual Preferred Shares (GTPPA)
0
4,839,240
Perpetual Preferred Shares (GTPPB)
0
7,160,760
Effect(s) on the public float, if any
None
Effect(s) on foreign ownership level, if any
None
Other Relevant Information
Amended the following items: 1. Subject of the Disclosure; 2. Background/Description of the Disclosure; 3. Rationale for the creation and/or issuance; 4. Redemption feature; 5. Terms and conditions of the issuance; 6. Timetable and manner of issuance; and 7. Effects on capital structure, public float, and foreign ownership level.