6-K

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 December 2022

(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, 2021. 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.

1

EXHIBIT INDEX

Exhibit	Description
99.1		A copy of the Company’s Official Statement dated December 21, 2022 which we filed today with the Philippine Stock Exchange, Securities and Exchange Commission, and Philippine Dealing & Exchange Corporation in response to the December 19, 2022 statement of the Securities and Exchange Commission on its inquiry into the Company’s disclosure entitled “Elevated CAPEX Spend” dated December 16, 2022.

2

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, thereto duly authorized.

PLDT Inc.
By:	/s/ Marilyn A. Victorio-Aquino
Name:	Marilyn A. Victorio-Aquino
Title:	Corporate Secretary

Date: December 21, 2022

3

EX-99.1

 

Exhibit 99.1

EXHIBITS

Exhibit Number		Page
99.1	A copy of the Company’s Official Statement dated December 21, 2022 which we filed today with the Philippine Stock Exchange, Securities and Exchange Commission, and Philippine Dealing & Exchange Corporation in response to the December 19, 2022 statement of the Securities and Exchange Commission on its inquiry into the Company’s disclosure entitled “Elevated CAPEX Spend” dated December 16, 2022. ”.

   

December 21, 2022

Philippine Stock Exchange

6/F Philippine Stock Exchange Tower

28^th Street corner 5^th Avenue

Bonifacio Global City, Taguig City

Attention: Ms. Alexandra D. Tom Wong

OIC - Disclosure Department

Securities & Exchange Commission

Secretariat Building, PICC Complex

Roxas Boulevard, Pasay City

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

Director – Markets and Securities Regulation Dept.

Philippine Dealing & Exchange Corporation

29th Floor, BDO Equitable Tower                                                 

8751 Paseo de Roxas, Makati City 1226

Attention:  Atty. Marie Rose M. Magallen-Lirio

Head - Issuer Compliance and Disclosure Department

Gentlemen:

We submit herewith PSE Disclosure Form 4-30 disclosing the Official Statement of PLDT Inc.

(“PLDT”) in response to the December 19, 2022 statement of the Securities and Exchange Commission on its inquiry into PLDT’s disclosure titled “Elevated CAPEX Spend” dated December 16, 2022.

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

Very truly yours,

/s/Marilyn A. Victorio-Aquino

Marilyn A. Victorio-Aquino

Corporate Secretary

   

COVER SHEET

SEC Registration Number
P	W	-	5	5

Company Name

P L D T I N C.

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

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Form Type				Department requiring the report					Secondary License Type, If Applicable
	17	-	C		M	S	R	D

COMPANY INFORMATION

Company’s Email Address Company’s Telephone Number/s Mobile Number

No. of Stockholders	Annual Meeting Month/Day	Fiscal Year Month/Day
11,434 As of November 30, 2022	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
Marilyn A. Victorio-Aquino	mvaquino@pldt.com.ph	82500254
Name of Contact Person	Email Address	Telephone Number/s	Mobile Number

Contact Person’s Address

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.

   

SECURITIES AND EXCHANGE COMMISSION

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

1.	December 21, 2022
	Date of Report (Date of earliest event reported)
2.	SEC Identification Number PW-55
3.	BIR Tax Identification No. 000-488-793
4.	PLDT Inc.
	Exact name of issuer as specified in its charter
5.	PHILIPPINES	6. ____________ (SEC Use Only)
	Province, country or other jurisdiction of Incorporation	Industry Classification Code
7.	Ramon Cojuangco Building, Makati Avenue, MakatiCity	1200
	Address of principal office	Postal Code
8.	(632) 82500254
	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

   

                                   PLDT Inc.

TEL

PSE Disclosure Form 4-30 - Material Information/Transactions

References: SRC Rule 17 (SEC Form 17-C) and Sections 4.1 and 4.4 of

the Revised Disclosure Rules

Subject of the Disclosure

OfficialStatementofPLDTInc.

Background/Description of the Disclosure

PLDT INC.(“PLDT”) is cooperating and will continue to cooperate fully with the Securities and Exchange Commission(SEC),thePhilippineStockExchange(PSE)andtheCapitalMarketsIntegrityCorporation(CMIC) inrelationtotheirinquiryintoPLDT’selevatedCAPEXspendsubjectofitsdisclosuretothePSEonDecember 16, 2022, as well as their investigation into the trading activities on PLDT shares just before the disclosure wasfiledwiththePSE.PLDThasrespondedtoseparaterequestsforclarificationsandanswersfromSECand PSE, and will continue to respond promptly to any further requests. The Company is also gathering all the information requested by CMIC.

As a listed company, PLDT has an obligation to make timely disclosures.Even as there were rumors circulating about PLDT in the public domain, PLDT needed to understand the range of issues involved and the extent of the matter.Until this information is complete, any announcement would have been prematuretothedetrimentofthepublicshareholders.LastFriday’sdisclosurewasdonenotonedaysooner becausePLDTneededtimetoconductitsinvestigationofthecontractsandexpendituresinvolvedaswellas to meet its major vendors for reconciliation of outstanding amounts and project status. It also needed to identify and indicate in the disclosure its action plan moving forward.

As stated in its disclosure, PLDT has not unearthed fraudulent activities in relation to the CAPEX overrun. It willmakethenecessarydisclosuresifthischangesinthefuture.Furthermore,thebusinessandtheoutlook for the business continue to remain healthy.

Other Relevant Information

-

   

COVER SHEET

SEC Registration Number
P	W	-	5	5

Company Name

P L D T I N C.

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

R

A

M

O

N

C

O

J

U

A

N

G

C

O

B

U

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L

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K

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K

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Y

Form Type				Department requiring the report					Secondary License Type, If Applicable
	17	-	C		M	S	R	D

COMPANY INFORMATION

Company’s Email Address Company’s Telephone Number/s Mobile Number

No. of Stockholders	Annual Meeting Month/Day	Fiscal Year Month/Day
11,434 As of November 30, 2022	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
Marilyn A. Victorio-Aquino	mvaquino@pldt.com.ph	82500254

Contact Person’s Address

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.

   

SECURITIES AND EXCHANGE COMMISSION

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

1. December 21, 2022

Date of Report (Date of earliest event reported)

2. SEC Identification Number PW-55

3. BIR Tax Identification No. 000-488-793

4. PLDT Inc.

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 City1200

   Address of principal officePostal Code

8.(632)82500254

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

________________________________________________________________

________________________________________________________________

________________________________________________________________

   

11.  Item 9 (Other events)

Attached hereto is PSE Disclosure Form 4-30 disclosing the Official Statement of PLDT Inc. (“PLDT”) in response to the December 19, 2022 statement of the Securities and Exchange CommissiononitsinquiryintoPLDT’sdisclosuretitled“ElevatedCAPEXspenddatedDecember 16, 2022.

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/ Marilyn A. Victorio-Aquino

Marilyn A. Victorio-Aquino

Corporate Secretary

December 21, 2022

   

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.

		PLDT Inc.
By	:	/s/Marilyn A. Victorio-Aquino
Name	:	Marilyn A. Victorio-Aquino
Title	:	Corporate Secretary

Date:   December 21, 2022