C07940-2024

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 16, 2024
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
Common Shares 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 C Shares ("TCB2C")
Background/Description of the Disclosure

CIRTEK HOLDINGS PHILIPPINES CORPORATION (the “Corporation”) hereby respectfully gives notice on the adjustment of the dividend rate in relation to the subsequent declaration of dividends of the Preferred B-2 Subseries C Shares of the Corporation. The initial dividend rate of Preferred B-2 Subseries C Shares is 6.5864%. The Dividend Rate shall be adjusted thereafter to the higher of:

(a) the sum of (i) the Initial Dividend Rate for the relevant Series, plus, (ii) 5.00%; or
(b) the sum of (i) the applicable Step-Up Benchmark Rate, plus (ii) the Initial Spread for the relevant Series, plus (iii) 5.00%

“Step Up Benchmark Rate” shall be equivalent to the simple average of the yield designated as “Final BVAL YTM” (or its successor designation) for the 7-year Republic of the Philippines Peso-denominated domestic government bonds, as published on the relevant page of Bloomberg at approximately 5:00 p.m. (Philippine Standard Time), for the three (3) banking days immediately preceding and exclusive of the applicable Step Up Date.

The adjustment in the dividend rate of the 16,936,400 Preferred B2 Subseries C shares is expected on the three (3) years anniversary of the issue date, or the Step-Up Date on 14 December 2024, as approved by the Board of Directors of the Corporation (the “Board”) during its meeting held on 16 December 2024. The adjusted dividend rate of 14.1425% will take effect on the first Quarterly Dividend Payment for the year 2025.
Based on the Features, Terms and Conditions of the Preferred Class B-2 Subseries C Shares (“Features, Terms and Conditions”), as and if approved by the Board of Directors, the Corporation may redeem the Preferred Class B2 Shares on the relevant Step Up Date or on any Dividend Payment Date thereafter (each an “Optional Redemption Date”), in whole but not in part, at a redemption price equal to the relevant Offer Price of the Preferred Class B-2 Shares plus all dividends due on such Optional Redemption Date as well as all Dividends in Arrears (the “Redemption Price”). The Corporation may also redeem the Preferred Class B-2 Shares, in whole but not in part, at any time prior to any Optional Redemption Date if an Accounting Event or a Tax Event has occurred and is continuing, having given not more than sixty (60) nor less than thirty (30) calendar days’ notice prior to the intended redemption date. Such notice shall be irrevocable and binding upon the Corporation to effect such redemption of the Preferred Class B-2 Shares at the redemption date stated in such notice. The redemption due to any Change of Control Event, Indebtedness Default Event, Accounting Event, or Tax Event (the “Events”) shall be made by the Corporation at the Redemption Price which shall be paid within five (5) banking days of the exercise of the right to redeem the Preferred Class B-2 Shares.
However, due to the absence of any of the Events and the Corporation’s decision not to exercise its option to redeem the Preferred B-2 Subseries C Shares by the Early Redemption Date or Optional Redemption Date, the Corporation’s management have decided to adjust the dividend rate of Preferred B-2 Subseries C Shares to Step Up Rate in accordance with the Features, Terms and Conditions, which will take effect on the first Quarterly Dividend Payment for the year 2025.
Other Relevant Information

Please see the attached SEC 17-C and the Notice of the Company's adjustment on the Dividend Rate for TECH's Preferred B-2 Subseries C Shares ("TCB2C")
Filed on behalf by:
Name Emelita Cruzada
Designation Chief Compliance Officer