C04658-2023

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)
Jun 14, 2023
2. SEC Identification Number
CS201811119
3. BIR Tax Identification No.
010-061-026-000
4. Exact name of issuer as specified in its charter
FIGARO COFFEE GROUP, INC.
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
116 EAST MAIN AVE., PHASE V - SEZ, LAGUNA TECHNOPARK, BINAN, LAGUNA Postal Code 4034
8. Issuer's telephone number, including area code
(632) 8812-1718
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 5,468,455,298
11. Indicate the item numbers reported herein
n/a

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.

Figaro Coffee Group, Inc.FCG

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

Signing of Subscription Agreement between Figaro Coffee Group, Inc. and Camerton, Inc.
Background/Description of the Disclosure

At the meeting of the Board of Directors (“Board”) of Figaro Coffee Group, Inc. (the “Company” or “FCG”) held on 19 April 2023, the Board approved the amendments to the Company's Articles of Incorporation (“AOI”) to increase its authorized capital stock from Php660,000,000.00, consisting of 6,600,000,000 common shares with par value of Php0.10 per share, to Php1,340,000,000 divided into: (a) Php1,155,000,000.00 worth of common shares consisting of 11,550,000,000 common shares with par value of Php0.10 per share; and (b) Php185,000,000.00 worth of preferred shares consisting of 9,250,000,000 preferred shares with par value of Php0.02 per share. To support the said proposed increase in authorized capital stock of the Company, the Board, at its meeting on 11 May 2023, approved the issuance of the first series of the preferred shares to be designated as Preferred Shares Series 2023-1, and the subscription of and issuance to, Camerton, Inc. (“Subscriber”) of 8,500,000,000 Preferred Shares Series 2023-1 at the subscription price of Php0.02 per share or for a total subscription price of Php170,000,000,00, with an initial paid-up amount of Php42,500,000.00 in cash. Subsequently, at the special meeting of the Company’s stockholders on 6 June 2023, FCG’s stockholders approved the aforementioned amendments to the Company’s AOI to increase the authorized capital stock, and the said issuance to the Subscriber of the Preferred Shares Series 2023-1.

In relation thereto, please be informed that the Company and the Subscriber have executed on 14 June 2023, the Subscription Agreement, for the issuance to, and subscription by, the Subscriber of 8,500,000,000 Preferred Shares Series 2023-1 (the “Subscription”) at a subscription price of Php0.02 per share, or a total subscription price of Php170,000,000.00, with an initial paid-up amount of Php42,500,000.00 in cash, with the balance to be paid upon demand of, and under the terms determined, by the Company’s Board. The Subscription is subject to and is conditional on the approval by the Securities and Exchange Commission of the application for the aforecited increase in authorized capital stock of the Company.

As previously disclosed, the said Preferred Shares Series 2023-1 will not be applied for listing in the Exchange.
Other Relevant Information

Please see attached SEC Form 17-C.

For reference, please see PSE Circular Nos. C02903-2023 dated April 20, 2023, C02944-2023 dated April 24, 2023, C03723-2023 dated May 12, 2023, C03929-2023 dated May 16, 2023, and C04473-2023 dated June 7, 2023, for the relevant disclosures of the Company.
Filed on behalf by:
Name Jose Petronio Vicente III Español
Designation Treasurer, Chief Finance Officer, Chief Risk Officer