UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2018
(Commission File No. 1-03006)
PLDT Inc.
(Translation of registrant’s name into English)
Ramon Cojuangco Building
Makati Avenue
Makati City
Philippines
(Address of registrant’s principal executive office)
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 ☒ 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):
Yes ☐ No ☒
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):
Yes ☐ No ☒
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 ☐ No ☒
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, 2017. 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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Exhibit |
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Description |
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99.1 |
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Copies of the disclosure letters that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange regarding a discloseable event/information. |
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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, thereto duly authorized.
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PLDT Inc. |
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By: |
/s/ Ma. Lourdes C. RAusa-Chan
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Name: |
MA. LOURDES C. RAUSA-CHAN |
Title: |
Senior Vice President, Corporate Affairs and Legal Services Head and Corporate Secretary |
Date: August 10, 2018
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Exhibit 99.1
EXHIBITS
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99.1
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Copies of the disclosure letters that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange regarding a discloseable event/information.
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August 10, 2018
Philippine Stock Exchange
6/F Philippine Stock Exchange Tower
28th Street corner 5th Avenue
Bonifacio Global City, Taguig City
Attention: |
Ms. Janet A. Encarnacion |
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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 regarding a discloseable event/information.
This shall also serve as the disclosure letter for the purpose of complying with PSE Revised Disclosure Rules.
Very truly yours,
/s/Melissa V. Vergel De Dios
MELISSA V. VERGEL DE DIOS
FVP and Head-Investor Relations
Page 1 of 5
August 10, 2018
Securities & Exchange Commission
Secretariat Building, PICC Complex
Roxas Boulevard, Pasay 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 regarding a discloseable event/information.
Very truly yours,
/s/Melissa V. Vergel De Dios
MELISSA V. VERGEL DE DIOS
FVP and Head-Investor Relations
Page 2 of 5
COVER SHEET
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Secondary License Type, If Applicable |
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COMPANY INFORMATION
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Company’s Email Address |
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Company’s Telephone Number/s |
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Mobile Number |
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8168534 |
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No. of Stockholders |
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Annual Meeting |
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Fiscal Year |
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11,681 As of July 31, 2018 |
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Every 2nd Tuesday of June |
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December 31 |
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CONTACT PERSON INFORMATION
The designated contact person MUST be an Officer of the Corporation
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Email Address |
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Ma. Lourdes C. Rausa-Chan |
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lrchan@pldt.com.ph |
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8168553 |
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MGO Building, Legaspi St. corner Dela Rosa St., Makati City |
Note: In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.
Page 3 of 5
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
1. |
August 10, 2018 |
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Date of Report (Date of earliest event reported) |
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2. |
SEC Identification Number PW-55 |
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3. |
BIR Tax Identification No. 000-488-793 |
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4. |
PLDT Inc. |
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Exact name of issuer as specified in its charter |
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5. |
PHILIPPINES |
6. ____________ (SEC Use Only) |
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Province, country or other jurisdiction of Incorporation |
Industry Classification Code |
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7. |
Ramon Cojuangco Building, Makati Avenue, Makati City |
1200 |
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Address of principal office |
Postal Code |
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(632) 816-8553 |
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Issuer's telephone number, including area code |
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Not Applicable |
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Former name or former address, if changed since last report |
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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 |
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Page 4 of 5
PLDT today announced that it has signed a non-binding term sheet in relation to a potential partnership with a group of foreign investors who are interested in taking a major equity position in Voyager Innovations with significant Board and management participation. The consummation of the transaction is subject to the completion of due diligence and execution of definitive transaction documents which PLDT and the foreign investors are targeting to sign within the next four weeks. PLDT will make the requisite announcements once such definitive agreement has been reached. PLDT is looking to dilute its equity interest in Voyager to below 50%.
As the transaction is expected to cross the prescribed thresholds of the Philippine Competition Commission (PCC), namely, P1 billion in transaction value and an acquisition of more than a 35% stake, closing of the transaction will thus be subject to receiving the requisite PCC approval.
It is expected that as a result of this transaction, Voyager will benefit from the infusion of new funding that would enable it to achieve scale faster. Further, whilst it is anticipated that PLDT will remain the largest single shareholder in Voyager, PLDT will be able to lower its share of equity losses recognized from Voyager and reduce the amount of funding it needs to set aside to grow Voyager. This would allow PLDT to conserve its cash for its telco operations. Subject to the final terms to be agreed upon with the new investor group, PLDT expects that the disposal will result in an accounting gain for PLDT.”
Pursuant to the requirements of the Securities Regulation Code, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
PLDT INC.
By:
/s/Melissa V. Vergel De Dios
MELISSA V. VERGEL DE DIOS
FVP and Head-Investor Relations
August 10, 2018
Page 5 of 5
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.
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PLDT Inc.
|
By |
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/s/ Ma. Lourdes C. Rausa-Chan |
Name |
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Ma. Lourdes C. Rausa-Chan |
Title |
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Senior Vice President and Corporate Secretary |
Date: August 10, 2018