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 November 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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Copies of the disclosure letters that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange regarding the following matters:
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Exhibit |
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Description |
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99.1 |
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Copy of a press release entitled “PLDT closes US$175 million investment in Voyager Innovations from KKR and Tencent”. |
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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/ Florentino D. Mabasa, Jr.
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Name: |
FLORENTINO D. MABASA, JR. |
Title: |
First Vice President and Assistant Corporate Secretary |
Date: November 28, 2018
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Exhibit 99.1
EXHIBITS
Exhibit Number |
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99.1
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Copy of a press release entitled “PLDT closes US$175 million investment in Voyager Innovations from KKR and Tencent”.
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November 28, 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 with a press release attached thereto entitled “PLDT closes US$175 million investment in Voyager Innovations from KKR and Tencent”.
This shall also serve as the disclosure letter for the purpose of complying with PSE Revised Disclosure Rules.
Very truly yours,
/s/Florentino D. Mabasa, Jr.
FLORENTINO D. MABASA, JR.
Assistant Corporate Secretary
Page 1 of 7
November 28, 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 with a press release attached thereto entitled “PLDT closes US$175 million investment in Voyager Innovations from KKR and Tencent”.
Very truly yours,
/s/Florentino D. Mabasa, Jr.
FLORENTINO D. MABASA, JR.
Assistant Corporate Secretary
Page 2 of 7
COVER SHEET
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COMPANY INFORMATION
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8168553 |
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11,665 As of October 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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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 7
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
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November 28, 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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BIR Tax Identification No. 000-488-793 |
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PLDT Inc. |
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Exact name of issuer as specified in its charter |
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PHILIPPINES |
6. ____________ (SEC Use Only) |
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Ramon Cojuangco Building, Makati Avenue, Makati City |
1200 |
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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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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 7
PLDT closes US$175 million investment in
Voyager Innovations from KKR and Tencent
MANILA, Philippines 28th November 2018 – PLDT Inc. (“PLDT”) (PSE: TEL) (NYSE: PHI), the leading telecommunications and digital services provider in the Philippines, today announced the closing of the US$175 million investment in Voyager Innovations by KKR (NYSE: KKR), a global investment firm, and Tencent Holdings Ltd. (0700.HK), a leading provider of internet services in China.
"Voyager can now step up its efforts to make its innovative financial and internet platforms more accessible to more Filipinos in more parts of the country," said Manuel V. Pangilinan, Chairman and CEO of PLDT and Smart Communications.
“We believe with investors like KKR and Tencent leading the way, the Philippines’ profile as a destination for tech investment is on the rise,” said Orlando B. Vea, President and CEO of Voyager Innovations.
As previously announced on 4th October 2018, KKR and Tencent subscribed to newly-issued shares in Voyager Innovations, the Philippines’ leading digital technology company. KKR and Tencent’s investment gives them a substantial minority stake in the Company.
PLDT also announced on 26th November 2018 that the International Finance Corporation (IFC) and IFC Emerging Asia Fund committed to invest US$40 million in Voyager Innovations. This transaction is expected to close within a few weeks. In total, Voyager Innovations will raise US$215 million, making this the largest private fund raising to-date in a Philippine technology company.
Voyager Innovations will leverage the new capital and significant expertise of KKR, Tencent, IFC, and IFC Emerging Asia Fund as it carries out its mission to accelerate digital and financial inclusion in the Philippines and enable the broader Filipino population to participate in the digital economy.
The company’s award-winning technology platforms support the following digital services:
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PayMaya, the most recognized prepaid payment wallet service in the Philippines, enabling Filipinos to shop online, pay bills, buy airtime load, and send money; |
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PayMaya Business, the largest mobile acquiring service in the Philippines, enabling enterprises of all sizes to accept digital payments; |
Page 5 of 7
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Smart Padala, the largest mobile-based remittance network in the Philippines; |
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Lendr, the largest digital lending platform in the Philippines; and |
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freenet, the most popular rewards app for free access to the internet and apps in the Philippines. |
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This press release may contain some statements which constitute “forward-looking statements” that are subject to a number of risks and uncertainties that could affect PLDT’s business and results of operations. Although PLDT believes that expectations reflected in any forward-looking statements are reasonable, it can give no guarantee of future performance, action or events.
For further information, please contact:
PLDT
Anabelle L. Chua |
Melissa V. Vergel de Dios |
Ramon R. Isberto |
Tel. No: 816-8213 |
Tel. No: 816-8024 |
Tel. No: 511-3101 |
KKR
Media: |
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David Katz |
Cara Major |
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David.Katz@KKR.com
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Cara.Major@KKR.com
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Tencent
Investors & Media: |
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Jane Yip |
PH Cheung |
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janeyip@tencent.com
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phcheung@tencent.com
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Page 6 of 7
PLDT is the leading telecommunications provider in the Philippines. Through its principal business groups – fixed line and wireless– PLDT offers a wide range of telecommunications services across the Philippines’ most extensive fiber optic backbone and fixed line, and mobile network.
PLDT is listed on the Philippine Stock Exchange (PSE: TEL) and its American Depositary Shares are listed on the New York Stock Exchange (NYSE:PHI). PLDT has one of the largest market capitalizations among Philippine listed companies.
Further information can be obtained by visiting the web at www.pldt.com.
About VOYAGER INNOVATIONS
Voyager Innovations is the leading technology company in the Philippines focused on developing customer-centric emerging market platforms in the areas of digital payments, digital finance, and marketing technologies. For more information, visit www.voyagerinnovation.com.
About KKR
KKR is a leading global investment firm that manages multiple alternative asset classes, including private equity, energy, infrastructure, real estate and credit, with strategic partners that manage hedge funds. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. References to KKR’s investments may include the activities of its sponsored funds. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.
About TENCENT
Tencent uses technology to enrich the lives of Internet users. Our social products WeChat and QQ link our users to a rich digital content catalogue including games, video, music and books. Our proprietary targeting technology helps advertisers reach out to hundreds of millions of consumers in China. Our infrastructure services including payment, security, cloud and artificial intelligence create differentiated offerings and support our partners’ business growth. Tencent invests heavily in people and innovation, enabling us to evolve with the Internet.
Tencent was founded in Shenzhen, China, in 1998. Shares of Tencent (0700.HK) are traded on the Main Board of the Stock Exchange of Hong Kong.
Page 7 of 7
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/Florentino D. Mabasa, Jr. |
Name |
: |
Florentino D. Mabasa, Jr. |
Title |
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First Vice President and Assistant Corporate Secretary |
Date: November 28, 2018