C07110-2016

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)
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 City Postal Code 1227
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.

Filed on behalf by:
Name Jiselle Compuesto
Designation Legal and Compliance Officer