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)
Nov 13, 2017
2. SEC Identification Number
CS2011102137
3. BIR Tax Identification No.
007-979-726
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 LagunaPostal Code4024
8. Issuer's telephone number, including area code
+63 2 729 6205
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
Common
419,063,353
11. Indicate the item numbers reported herein
-
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 4-15 - 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
Creation of Preferred B-2 Shares
Background/Description of the Disclosure
The Directors of the Corporation, pursuant to the authority delegated by the Stockholders during the Annual Stockholders’ Meeting held on 26 May 2017, approved in a Special Meeting of the Board of Directors held on 15 September 2017, the designation of the 270,000,000 Preferred B Shares of the Corporation into two (2) series, namely 70,000,000 Preferred B-1 Shares and 200,000,000 Preferred B-2 Shares.
The SEC approved, on 29 September 2017, the Corporation’s application for increase in authorized capital stock and amendment to Article VII of its amended articles of incorporation.
The SEC En Banc, during its meeting held on 3 November 2017, approved the public offering of up to US$200,000,000 preferred B-2 shares of CHPC.
The PSE BOD, in its meeting held on 8 November 2017,approved the public offering of up to US$200,000,000 preferred B-2 shares of CHPC.
On 10 November, CHPC set the dividend rate at a fixed dividend rate of 6.125% per annum.
Date of approval by Board of Directors of the creation and/or issuance of a new security
Sep 15, 2017
Rationale for the creation and/or issuance
The creation of Preferred B-2 Shares, which will be applied for listing in the Exchange, will be offered to the public to raise fresh capital for the Corporation.
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
TBA
Redemption period
TBA
Method and/or procedures in redemption
Kindly refer to page 5 of the attached Terms and Conditions of the Offer (Optional redemption and Redemption Due to an Accounting Event, Tax Event, and Change of Control.
Terms and conditions of the issuance
Number of shares to be issued
200,000,000
Corresponding percentage to total outstanding shares
-
Issue price per share
US$1
Aggregate value of consideration
US$200,000,000
Source of shares available for issuance
The Corporation will increase its authorized capital stock to allow the creation and issuance of 200,000,000 Preferred B-2 Shares.
Basis upon which the issue value was determined
Based on the funding requirements of the company divided by the number of shares being offered
Terms of payment
Kindly refer to page 12 of the attached Terms and Conditions of the Offer
Timetable and manner of issuance
Preferred B-2 Shares – Up to 200,000,000 Preferred B-2 Shares with a par value of PHP1.00 per share will be applied for registration with the SEC and for listing in the Exchange. These shares will be offered through a follow-on public offering at an offer price of US$1.00 per share.
For the timetable, kindly refer to page 19 of the attached Terms and Conditions of the Offer.
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
%
TBA
-
-
-
-
Effect(s) on the capital structure
Issued Shares
Type of Security/Stock Symbol
Before
After
Common/TECH
419,063,353
419,063,353
Preferred A
400,000,000
700,000,000
Preferred B-1
0
70,000,000
Preferred B-2
0
-
Outstanding Shares
Type of Security/Stock Symbol
Before
After
Common/TECH
419,063,353
419,063,353
Preferred A
400,000,000
700,000,000
Preferred B-1
0
70.000.000
Preferred B-2
0
-
Treasury Shares
Type of Security/Stock Symbol
Before
After
Common/TECH
0
0
Preferred A
0
0
Preferred B-1
0
0
Preferred B-2
0
0
Listed Shares
Type of Security/Stock Symbol
Before
After
Common/TECH
419,063,353
419,063,353
Preferred B-2
0
-
Effect(s) on the public float, if any
TBA
Effect(s) on foreign ownership level, if any
TBA
Other Relevant Information
This disclosure further amends PSE Disclosure Form 4-15 Preferred B2 Shares with respect to the following information:
(1)The SEC En Banc, during its meeting held on 3 November 2017, approved the public offering of up to US$200,000,000 preferred B-2 shares of CHPC
(2) The PSE BOD, in its meeting held on 8 November 2017,approved the public offering of up to US$200,000,000 preferred B-2 shares of CHPC
(3) On 10 November, CHPC set the dividend rate at a fixed dividend rate of 6.125% per annum
(4) Method and/or procedure in redemption
(5) Basis upon which the issue value was determined
(6) Terms of payment
(7) Timetable and manner of issuance
Filed on behalf by:
Name
Anthony Albert Buyawe
Designation
Chief Finance Officer/ Corporate Information Officer/ CCO
Cirtek Holdings Philippines CorporationTECH