UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Philippine Long Distance Telephone Company |
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(Translation of registrants name into English) | ||||
Ramon Cojuangco Building Makati Avenue, Makati City Philippines |
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(Address of principal executive office) |
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F | ||||
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] | ||||
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] | ||||
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: [ ] Yes [x] No | ||||
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a |
Disclosure letters that we filed with the Securities and Exchange Commission and the Philippine Stock Exchange
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
Philippine Long Distance Telephone Company | ||
Date: 11/02/2011 | By: |
Ma. Lourdes C. Rausa-Chan |
Name: | Ma. Lourdes C. Rausa-Chan | |
Title: | SVP & Corporate Secretary | |
Exhibit No. | Description | |
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99 | Disclosure letters that we filed with the Securities and Exchange Commission and the Philippine Stock Exchange regarding the press release issued by Fitch Ratings (Fitch) entitled “Fitch Upgrades PLDT’s Long-Term Local-Currency IDR; Stable Outlook”. | |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of November 2011
Commission File Number 1-03006
Philippine Long Distance Telephone Company
(Exact Name of Registrant as Specified in Its Charter)
Ramon Cojuangco Building
Makati Avenue
Makati City
Philippines
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.)
Form 20-F Ö Form 40-F
(Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes No Ö
(If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- )
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some information in this report may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. We have based these forward-looking statements on our current beliefs, expectations and intentions as to facts, actions and events that will or may occur in the future. Such statements generally are identified by forward-looking words such as believe, plan, anticipate, continue, estimate, expect, may, will or other similar words.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We have chosen these assumptions or bases in good faith. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in Item 3. Key Information Risk Factors in our annual report on Form 20-F for the fiscal year ended December 31, 2010. You should also keep in mind that any forward-looking statement made by us in this report or elsewhere speaks only as at the date on which we made it. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the statements in this report after the date hereof. In light of these risks and uncertainties, you should keep in mind that actual results may differ materially from any forward-looking statement made in this report or elsewhere.
EXHIBITS
Exhibit Number | Page |
1 | Copies of the disclosure letters that we filed with the Securities and Exchange Commission and the Philippine Stock Exchange regarding the press release issued by Fitch Ratings (Fitch) entitled Fitch Upgrades PLDTs Long-Term Local-Currency IDR; Stable Outlook. |
6 |
Exhibit 1
October 28, 2011 |
The Philippine Stock Exchange
4th Floor PSE Centre
Exchange Road, Ortigas Center
Pasig City
Attention: | Ms. Janet A. Encarnacion Head, Disclosure Department |
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Ladies and Gentlemen:
In compliance with Section 17.1(b) and Section 17.3 of the Securities Regulation Code, we submit herewith a copy of SEC Form 17-C with a copy of a press release issued by Fitch Ratings (Fitch) attached thereto entitled Fitch Upgrades PLDTs Long-Term Local-Currency IDR; Stable Outlook.
This shall also serve as our disclosure letter for the purpose of complying with the PSE Revised Disclosure Rules.
Respectfully yours,
/s/ Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
Page 1 of 6 |
Exhibit 1
October 28, 2011
SECURITIES & EXCHANGE COMMISSION
Money Market Operations Department
SEC Building, EDSA
Mandaluyong City
Attention | :Director Justina F. Callangan | |||
Corporations Finance Department |
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Gentlemen: | ||||
Re | : | Philippine Long Distance Telephone Company SEC Registration No. PW-55 |
In accordance with Section 17.1 (b) of the Securities Regulation Code, we submit herewith three (3) copies of SEC Form 17-C with a copy of a press release issued by Fitch Ratings (Fitch) attached thereto entitled Fitch Upgrades PLDTs Long-Term Local-Currency IDR; Stable Outlook.
Respectfully yours,
/s/ Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
Page 2 of 6 |
Exhibit 1
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
1. | October 28, 2011 |
(Date of earliest event reported)
2. | SEC Identification Number PW-55 |
3. | BIR Tax Identification No. 000-488-793 |
4. | PHILIPPINE LONG DISTANCE TELEPHONE COMPANY |
Exact name of registrant as specified in its charter
5.PHILIPPINES 6. (SEC Use Only) |
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Province, country or other jurisdiction
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Industry Classification Code |
of Incorporation
7. 9th Floor MGO Building
Legaspi corner dela Rosa Streets, Makati City Address of principal office |
1200 | Postal Code |
8. (632) 816-8553
Registrants telephone number, including area code
9. Not Applicable
Former name or former address, if changed since last report
10. Securities registered pursuant to Sections 8 and 12 of the SRC
Title of Each Class | Number of Shares of Common Stock Licensed and Amount of Debt Outstanding |
Page 3 of 6 |
Exhibit 1
11. Item 9 Other Events
Attached hereto is a press release issued by Fitch Ratings (Fitch) entitled Fitch Upgrades PLDTs Long-Term Local-Currency IDR; Stable Outlook.
SIGNATURE
Pursuant to the requirements of the Securities Regulation Code, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY /s/ Ma. Lourdes C. Rausa-Chan |
MA. LOURDES C. RAUSA-CHAN Corporate Secretary |
October 28, 2011
Page 4 of 6 |
Exhibit 1
FitchRatings
FITCH UPGRADES PLDTS LONG-TERM LOCAL-CURRENCY
IDR; STABLE OUTLOOK
Fitch Ratings-Delhi/Jakarta/Sydney/Singapore-28 October 2011: Fitch Ratings has upgraded Philippine Long Distance Telephone Companys (PLDT) Long-Term Local-Currency (LTLC) Issuer Default Rating (IDR) to A- from BBB+, and simultaneously removed it from Rating Watch Positive. The Outlook is Stable. A full rating breakdown is provided at the end of this commentary.
On 26 October 2011, PLDT announced that the National Telecommunications Commission (NTC) had approved the acquisition of a 51.55% ownership interest in the third-largest telco -Digital Telecommunications Philippines, Inc. (Digitel) -in an all-equity deal. PLDT had earlier received shareholders approval on 14 June 2011 for the issuance of common shares for the acquisition.
According to the most recent announcement, PLDT will issue 27.7 million new PLDT shares to acquire, among others, 3.3 billion Digitel common shares (representing a 51.55% stake) and zero-coupon bonds owned by JG Summit Holdings, Inc (JGS). Also, the transaction has triggered a mandatory tender offer to the remaining minority shareholders (48.45%) who can opt to tender each Digitel share at PHP1.6033, or swap it in at a ratio of 1.567 Digitel shares for every PLDT share. Fitch does not expect the amount of minority shareholders payment, if debt-funded, to materially affect PLDTs credit profile.
The rating upgrade reflects Fitchs expectation that the PLDT-Digitel combined entity will have a significantly improved market position despite having broadly the same credit profile. PLDT-Digitel will become a dominant operator, having about 70% and 66% of subscriber and revenue market shares, respectively, (versus PLDTs 53% and 56% in Q211). Also, PLDT will have a much larger spectrum (25MHz in 2100MHz band) compared to the second-largest operator, Globe Telecom (Globe, BB+/Stable), which has only 10Mhz.
As part of regulatory approval, PLDT has committed to divest 10MHz of spectrum in the 2100MHz band and to keep the popular Unlimited Tariff packages alive in the market. PLDT will divest its subsidiary, Connectivity Unlimited Resource Enterprises, Inc. (CURE) which owns 10MHz of spectrum. CURE will be sold through competitive bidding by PLDT under NTC supervision, which should fetch PLDT a minimum bid price that would allow it to recover its investment in acquiring, developing and operating CURE, including, among others, the USD10m acquisition price for CURE and PHP65m annual spectrum users fee.
PLDTs LTLC IDR (which exceeds the Sovereigns BBB- LTLC IDR by three notches) does not take into account foreign currency transfer and convertibility risk, and is more reflective of the companys standalone credit profile. Any future movement in the Philippines LTLC IDR will lead to a corresponding change in PLDTs LTLC IDR.
PLDTs LTFC IDR continues to be constrained by the Philippines Country Ceiling of BBB-, reflecting the countrys foreign currency transfer and convertibility risk. Any future movement in the Country Ceiling will lead to a corresponding change in PLDTs LTFC IDR.
The ratings actions are as follows:
-LTLC IDR upgraded to A- from BBB+; Stable Outlook;
-Long-Term Foreign-Currency IDR affirmed at BBB-; Outlook Stable;
-National Long-term Rating affirmed at AAA(phl); Outlook Stable; and
-Senior unsecured rating affirmed at BBB-.
Page 5 of 6
Exhibit 1
Contact:
Primary Analyst
Nitin Soni
Analyst
+91 11 4356 7239
Fitch Ratings India Private Limited
601-609, 6th Floor, Prakash Deep Building
Tolstoy Marg, New Delhi -110001
Secondary Analyst
Any Sirapurna
Associate Director
+62 21 29026412
Committee Chairperson
Steve Durose
Senior Director
+61 2 8256 0307
Media Relations: Shivani Sundralingam, Singapore, Tel: + 65 6796 7215, Email: shivani.sundralingam@fitchratings.com.
Additional information is available at www.fitchratings.com. The ratings above were solicited by, or on behalf of, the issuer, and therefore, Fitch has been compensated for the provision of the ratings.
Applicable Criteria Corporate Rating Methodology, dated 12 August 2011; Global Telecom Portfolio; Sector Credit Factor Compendium, dated 23 May 2011; and Rating Global Telecoms Companies -Sector Credit Factors, dated 16 September 2010 are available at www.fitchratings.com.
Applicable Criteria and Related Research: Corporate Rating Methodology http://www.fitchratings.com/creditdesk/reports/reportframe.cfm?rptid=647229 Global Telecom Portfolio; Sector Credit Factor Compendium http://www.fitchratings.com/creditdesk/reports/reportframe.cfm?rptid=627209 Rating Global Telecoms Companies -Sector Credit Factors http://www.fitchratings.com/creditdesk/reports/reportframe.cfm?rptid=550205
ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCYS PUBLIC WEBSITE WWW.FITCHRATINGS.COM. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCHS CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE CODE OF CONDUCT SECTION OF THIS SITE.
Page 5 of 6 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY |
By : /s/ Ma. Lourdes C. Rausa-Chan |
Name : MA. LOURDES C. RAUSA-CHAN Title : Senior Vice President and Corporate Secretary |
Date: November 2, 2011