EX-99 2 exhibit1.htm EX-99 Exhibit  EX-99

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 December 2015

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-        )

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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, 2014. 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.

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EXHIBITS

         
Exhibit Number  
Page
 
  1    
Copies of the disclosure letters that we filed today

      with the Securities and Exchange Commission and the Philippine Stock Exchange regarding the retirement of Mr. Napoleon L. Nazareno as President and CEO of the Company effective December 31, 2015 and the assumption by Mr. Manuel V. Pangilinan of said offices/positions.  

Exhibit 1

December 1, 2015

Philippine Stock Exchange
3/F Philippine Stock Exchange Plaza
Ayala Triangle, Ayala Avenue
Makati City

Attention: Ms. Janet A. Encarnacion

Head, Disclosure Department

Gentlemen:

In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(b).2, we submit herewith a copy of SEC Form 17-C with respect to certain discloseable events/information.

This shall also serve as our disclosure letter for the purpose of complying with the PSE Revised Disclosure Rules.

Very truly yours,

/s/ Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

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Exhibit 1

December 1, 2015

SECURITIES & EXCHANGE COMMISSION
SEC Building, EDSA
Mandaluyong City

Attention: Mr. Vicente Graciano P. Felizmenio, Jr.

Director – Markets and Securities Regulation Dept.

Gentlemen:

In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(a), we submit herewith two (2) copies of SEC Form 17-C with respect to certain discloseable events/information.

Very truly yours,

/s/ Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary

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Exhibit 1

COVER SHEET

                         
SEC Registration Number        
P  
W
  -     5       5  
   
 
                   

Company Name

                                                                                             
P   H   I   L   I   P   P   I   N   E       L   O   N   G       D   I   S   T   A   N   C   E
 
          T   E   L   E   P   H   O   N   E       C   O   M   P   A   N   Y  
 
 
 
 
                                                                             
 
 
 

Principal Office (No./Street/Barangay/City/Town/Province)

                                                                                             
    R   A   M   O   N   C   O   J   U   A   N   G   C   O       B   U   I   L   D   I   N   G
                                                                                -            
M
  A   K   A   T   I   A   V   E   N   U   E       M   A   K   A   T   I       C   I   T   Y
 
                                                                                           
                                                 
    Form Type       Department requiring the report   Secondary License
 
                                              Type, If Applicable
 
    1       7     -   C       M   S   R   D  
 
                                             

COMPANY INFORMATION

         
Company’s Email Address
  Company’s Telephone Number/s   Mobile Number
 
       
 
  816-8553  
 
     
         
No. of Stockholders  
Annual Meeting
Month/Day
  Fiscal Year
Month/Day
   
 
   
11,844
As of October 31, 2015
 
Every 2nd Tuesday
of June
  December 31

   
 
   

CONTACT PERSON INFORMATION
The designated contact person MUST be an Officer of the Corporation

             
Name of Contact Person
  Email Address   Telephone Number/s   Mobile Number
 
           
Ma. Lourdes C. Rausa-Chan
  lrchan@pldt.com.ph   816-8553  
 
         

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Exhibit 1

SECURITIES AND EXCHANGE COMMISSION

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1

1.   December 1, 2015

Date of Report (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 issuer as specified in its charter

             
  5.    
PHILIPPINES6.       (SEC Use Only)
 
        Province, country or other jurisdictionIndustry Classification Code
       
of Incorporation
 
  7.    
Ramon Cojuangco Building, Makati Avenue, Makati City
Address of principal office
  1200
Postal Code

8. (632) 816-8553

Issuer’s 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 Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act

     
Title of Each Class  
Number of Shares of Common Stock
Outstanding and Amount of Debt Outstanding

Exhibit 1

11. Item 4 (Resignation and Election of Officer)

We disclose the retirement of Mr. Napoleon “Polly” Nazareno as President and CEO of PLDT and Smart Communications, Inc, (“Smart”) effective 31st December 2015, and his subsequent appointment as Strategic Advisor to the PLDT Group. Mr. Nazareno was due for mandatory retirement in 2014 but was requested by the Board of Directors of PLDT to stay on for another year so that he could launch the Group’s digital transformation program and work on a succession plan. Mr. Nazareno will remain a director of PLDT until a replacement shall have been appointed. He will remain as non-Executive Director of First Pacific Company Limited and a member of the Board of Directors of Rocket Internet.

Under his leadership, PLDT and Smart achieved unprecedented success in becoming the country’s leading telecommunications companies. He led the transformation of the landline business from an overwhelmingly voice-driven service to a broadband data-powered business. On the wireless side, he led Smart’s successful climb from third player to market leader, as far back as 2006, a position that the company maintains to this day. He was also instrumental in restructuring Piltel’s debts in 2001, the largest debt restructuring in the country that was done on a consensual basis. He oversaw the integration of both Piltel and Digitel with Smart, ensuring that the expanded organization sustained its position as the foremost wireless service provider.

We also disclose that Mr. Manuel V Pangilinan, present Chairman of the Boards of PLDT and Smart, shall assume the position of President and CEO. In his 12 years as Chairman, Mr. Pangilinan has played an active role in the companies’ strategic goal setting and operations. With the guidance of the Board’s Governance and Nominations Committee (GNC), Mr. Pangilinan will assume and manage the search, through the GNC, for a new President and CEO of PLDT – a process initiated by Mr. Nazareno in 2014.

Pursuant to the requirements of the Securities Regulation Code, PLDT has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

     
   
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
     
By:
 
/s/ Ma. Lourdes C. Rau
  sa-Chan
 
   
MA. LOURDES C. RAUSA-C
Corporate Secretary
  HAN

December 1, 2015

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, Corporate
Affairs and Legal Services Head
and Corporate Secretary

Date: December 1, 2015

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