1. Date of Report (Date of earliest event reported)
May 31, 2023
2. SEC Identification Number
3. BIR Tax Identification No.
4. Exact name of issuer as specified in its charter
GT Capital Holdings, Inc.
5. Province, country or other jurisdiction of incorporation
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) 8836-4500
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 215,284,587
GTPPA 4,839,240
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 4-30 - 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

Request for Deferment of the Shareholders' Vote to Approve MPIC's Voluntary Delisting from the Main Board of the Philippine Stock Exchange

Background/Description of the Disclosure

Please be informed that the consortium consisting of Metro Pacific Holdings, Inc., MIG Holdings Incorporated, GT Capital Holdings, Inc. and Mit-Pacific Infrastructure Holdings Corporation (the “Bidders”) sent a notice to Metro Pacific Investments Corporation (the “Company”) requesting to defer the vote on the approval of the delisting of the Company from the Philippine Stock Exchange (“PSE”).

In the said notice, the Bidders noted that they commissioned the preparation of a Fairness Opinion and Valuation Report on the Company (the “Report”) for the Tender Offer. Furthermore, while the Tender Offer Rules provide that the Bidders are only required to provide the Report to the shareholders with the filing and distribution of the Tender Offer Report, which would take place after the passing of the shareholder vote on delisting, they intended to make the Report available in advance of the Company’s Annual Stockholders’ Meeting on June 6, 2023 (“ASM”) to give the shareholders information on the basis of the Tender Offer Price. Unfortunately, the Report has not been finalized and the Bidders will not be able to provide a copy of the same to the Company before the ASM.

In view thereof, the Bidders requested the Company to defer the shareholders’ vote to approve the voluntary delisting of the Company from the PSE. They will request for the holding of a Special Stockholders’ Meeting (“SSM”) at a later date after the Report is finalized. Deferring the shareholder approval will allow the Report to be made available prior to the SSM and thus provide shareholders an opportunity to study the same and better appreciate the basis for the Tender Offer Price and the proposed Voluntary Delisting. Once the Report is finalized, the Bidders will deliver to the Company a new notice of intent to undertake a Tender Offer which will supersede the notice of intent to undertake a Tender Offer dated April 26, 2023.

Other Relevant Information


Filed on behalf by:
Name Danielle Alessandra Crisostomo
Designation Legal and Compliance Officer