C08107-2021

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 1, 2021
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
Preferred B2 A 67,000,000
Preferred B2 B 20,000,000
TECHW 249,442,472
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 4-31 - Press Release References: SRC Rule 17 (SEC Form 17-C)
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Press Release
Background/Description of the Disclosure

Cirtek Holdings Philippines Corporation (“TECH”) secured from the Securities and Exchange Commission (SEC) the permit to sell and order of registration of securities for its primary offering of up to Fifty-Million (50,000,000) cumulative, non-participating, non-voting, non-convertible perpetual and redeemable peso-denominated Preferred Class B-2 Shares with a par value of Php 1.00 per share at an offer price of Php 50.00 per share to be issued as Preferred Class B-2 Subseries C or D Shares (the “Offer”).

The public offer period is currently ongoing and will run until December 03,2021. The preferred shares are targeted to be listed in the Philippine Stock Exchange (PSE) on December 14,2021.

Although the preferred shares are perpetual, they have a synthetic maturity of three and five years from the listing date. If TECH does not redeem the Subseries C or Subseries D preferred shares on the third and fifth year, respectively, the company will have to pay a higher dividend rate.

The initial dividend rate of the Preferred Class B-2 Subseries C shares has been set at 6.5864% per annum while that of the Preferred Class B-2 Subseries D shares has been set at 7.7506% per annum.

The final structure of the Offer is to offer for sale or subscription of One Billion Five Hundred Million Pesos (Php1,500,000,000.00) in aggregate issue value, consisting of up to Thirty Million (30,000,000) Preferred Class B-2 Shares, composed of Preferred Class B-2 Subseries C and/or D Shares (the “Base Offer Shares”), by way of private placement, offer to qualified buyers and/or public offering at an offer price of Fifty Pesos (Php50.00) per share and that in the event of oversubscription, PNB Capital and Investment Corporation (“PNB Capital”), the Sole Issue Manager, Lead Underwriter and Sole Bookrunner, in consultation with the Corporation, has the right (but not the obligation) to offer up to an additional Twenty Million (20,000,000) Preferred Class B-2 Shares, composed of Preferred Class B-2 Subseries C and/or D Shares (the “Oversubscription Shares”), equivalent to an additional aggregate issue value of up to One Billion (Php1,000,000,000.00) at an offer price of Fifty Pesos (Php50.00) per share.

TECH expects to raise gross proceeds from the primary offering of Preferred B-2 Shares, to be issued as either Subseries “C” and/or “D”, from the offer price of Php50.00 per preferred B-2 share will be approximately Php1,456.6 million. Assuming that all the Oversubscription Option are fully exercised at an exercise price of Php50.00 per preferred share will be approximately Php2,438.6 million. Net proceeds will be used to primarily finance the additional capital expenditure/equipment, partial payments of maturing Preferred Class B2-A shares and maturing loans and working capital of Quintel USA, Inc., Cirtek Electronics Corp. and Cirtek Advanced Technologies and Solutions, Inc.

With the success of the offering, Cirtek will continue to maintain its roadmap to achieve key engagement in the 5G market and will continue in developing and delivering innovative high-quality products, production flexibility, supply chain stability, and capability to work with customers on development of next generation products.

TECH has tapped PNB Capital as the Sole Issue Manager, Lead Underwriter, and Sole Bookrunner for the offer.
Other Relevant Information

Please see the attached Press Release of the Company.
Filed on behalf by:
Name Emelita Cruzada
Designation Chief Compliance Officer