C04956-2021

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)
Jul 21, 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
+63 2 7729 6205
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 419,063,353
Preferred B2 67,000,000
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 4-14 - Stock Rights Offering References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Stock Rights Offering with Bonus Detachable Warrants.
Background/Description of the Disclosure

The Board of Directors and stockholders of Cirtek Holdings Philippines Corporation (“TECH”), in their special meetings held on 28 September 2020 and 27 November 2020, respectively, approved the following:

1. The approval to offer to all eligible stockholders of record of the Corporation, as of the date to be set by its management in accordance with existing law and regulations (the ‘Record Date’), rights to subscribe (the “Rights Offer”) to the common shares of the Corporation (the ‘Rights Shares’) with a bonus detachable warrant for each Rights Share (the ‘Bonus Detachable Warrant’), subject to: (i) the approval of the increase in the Corporation’s authorized capital stock; (ii) the registration or exemption requirements, whichever may be applicable, of the Securities and Exchange Commission (‘SEC’); and (iii) the listing requirements of the Philippine Stock Exchange (‘PSE’).

2. The approval of the authority of any one (1) of the Chairman of the Board, the President, the Chief Financial Officer, and/or other senior officers of the Corporation to fix the terms and conditions of the Rights Offer, including, but not limited to, the final issue size which shall be up to 250,000,000 common shares, the entitlement ratio, the offer price, the payment terms, the terms of the Bonus Detachable Warrant including the exercise price, the procedure for lodging the application to subscribe, the details and procedures for the various rounds of offer including the treatment of rump shares, as applicable, the Record Date and other relevant dates, and other terms, without the necessity of obtaining further approval from the stockholders and Board of Directors.

On 6 January 2021, the Board of Directors passed resolutions approving anew the conduct of a Stock Rights Offering with issuance of bonus detachable warrants, which approval was refreshed on 5 February 2021.

On 23 June 2021, the Board of Directors of The Philippine Stock Exchange, Inc. in its meeting approved, the application of the Company to list up to 250,000,000 common shares (the “Right Shares”), with a par value of Php1.00 per share, to cover its Stock Rights Offering (“SRO”) to all stockholders as of the proposed record date, at an Offer Price of Php 4.50 to Php 7.25 per Right Share, as well as its application to list up to 250,000,000 Bonus Detachable Warrants, free of charge, with up to 250,000,000 underlying common shares at Exercise Price of Php 4.50 to Php 7.25

The original offer period of the TECH SRO is for the period of July 12 to 22, 2021. However, the Office of the President recently issued Proclamation No. 1189 declaring July 20, 2021 as a regular holiday in observance of Eid’l Adha. Thus, please be informed that TECH and the Joint Issue Managers and Lead Underwriters have agreed to extend the offer period for the TECH SRO until July 23, 2021 (originally set to end on July 22, 2021). The SEC-Markets and Securities Regulation Department confirmed to TECH on July 16, 2021 that it has no objection to the extension of the offer period.
Date of Approval by Board of Directors Feb 5, 2021
Entitlement Ratio 1 Entitlement Right for every 1.68 Common Share
Offer Price Php 5.50
Number of Shares to be Offered 249,442,472
Ex-Rights Date Jul 2, 2021
Record Date Jul 7, 2021
Start of Offer Period Jul 12, 2021
End of Offer Period Jul 23, 2021
Use of Proceeds

The company intends to use the proceeds from the stock rights offer primarily to finance the working capital of Quintel USA, CEC and Cirtek Advanced Technologies and Solutions, Inc. as well as refinance existing debt/payout short-term obligations of Cirtek Electronics Corp.
Other Relevant Information

Amended to revise the Offer Period until July 23,2021 which is originally set to end on July 22,2021.

The original offer period of the TECH SRO is for the period of July 12 to 22, 2021. However, the Office of the President recently issued Proclamation No. 1189 declaring July 20, 2021 as a regular holiday in observance of Eid’l Adha. Thus, please be informed that TECH and the Joint Issue Managers and Lead Underwriters have agreed to extend the offer period for the TECH SRO until July 23, 2021 (originally set to end on July 22, 2021). The SEC-Markets and Securities Regulation Department confirmed to TECH on July 16, 2021 that it has no objection to the extension of the offer period.

In addition to the Entitlement Rights, TECH shall be issuing 249,442,472 Bonus Detachable Warrants with 249,442,472 Underlying Shares, which are being offered free of charge to all subscribers of the Entitlement Rights. The Exercise Price for the Bonus Detachable Warrant is Php 5.50.
Filed on behalf by:
Name Emelita Cruzada
Designation Chief Compliance Officer