C09077-2022

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 7, 2022
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

Notice of the Company's adjustment on the Dividend Rate for TECH's Preferred B-2 Subseries A Shares ("TCB2A")
Background/Description of the Disclosure

CIRTEK HOLDINGS PHILIPPINES CORPORATION (the “Corporation”) hereby respectfully gives notice to the public on the adjustment of the dividend rate in relation to the subsequent declaration of dividends for the Preferred B-2 Subseries A Shares (“Preferred B-2 A Shares”) of the Corporation from 6.1250% to 9.1250% effective on 8 December 2022 (the 5th Anniversary of TCB2A's Listing Date). In view of the foregoing, the adjusted dividend rate of 9.1250% per annum will be applicable on the first Quarterly Dividend Payment of the Preferred B-2 A Shares for the year 2023, subject to the Conditions on Declaration and Payment of Cash Dividends as provided under the Terms and Conditions of the Preferred B-2 A Shares of the Corporation (“Prospectus”).

As provided in the Terms and Conditions of the Prospectus, unless the Preferred B-2 A Shares shall have been redeemed by the Corporation on the fifth (5th) anniversary of the listing date of 8 December 2017, or on 8 December 2022 (the “Step Up Date”), the Dividend Rate shall be adjusted by adding a Step-Up Spread of 300 basis points to the Initial Dividend Rate of 6.125% per annum, resulting to a Step-Up Rate of 9.1250% per annum.

Further, based on the Prospectus, as and if declared by the Board of Directors, the Corporation may redeem the Preferred B-2 Shares in whole and not in part without the consent of the holder(s) of such Preferred B-2 Shares, after giving not less than thirty (30) days nor more than sixty (60) days written notice prior to the intended date of redemption:

a) On the fifth anniversary from the Issue Date or on any Dividend Payment Date thereafter (each, an “Optional Redemption Date”); or
b) At any time, if an Accounting Event, Tax Event or Change of Control Event (“Events”), as defined in the Prospectus, occurred and is continuing (the “Early Redemption Date”).

However, due to the absence of any of the Events, the Management deemed it proper not to redeem Preferred B-2 A Shares on its Step-Up Date. The Management will also not exercise its option to redeem the Preferred B-2 Shares by any of the Optional Redemption Dates. Considering the foregoing and in accordance with the Prospectus, the dividend rate of Preferred B-2 A Shares was adjusted to a Step-Up Rate of 9.1250% effective on December 8, 2022, pursuant to the approval of the Board of Directors in a Regular Board Meeting held on 23 September 2022.
Other Relevant Information

Please refer to the Company’s disclosure last 23 September 2022 for the approval of the Board of Directors in the adjustment to a Step-Up Rate of Preferred B-2 A Shares:
https://edge.pse.com.ph/openDiscViewer.do?edge_no=ea1913d6e19c72433470cea4b051ca8f
Kindly also see the attached SEC Form 17-C.
Filed on behalf by:
Name Emelita Cruzada
Designation Chief Compliance Officer