PHI 6-K
PLDT Inc. (PHI)
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 October 2024
Commission File Number 1-03006
PLDT Inc.
(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 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
(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, 2023. 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 | |
|---|---|---|
| Copy of the disclosure letter that PLDT Inc. filed on October 2, 2024 with the Philippine Stock Exchange and the Philippine Securities and Exchange Commission in relation to the subscription by PLDT Inc. to additional shares in Kayana Solutions Inc. | 6 |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly authorized and caused this report to be signed on its behalf by the undersigned.
| PLDT Inc. |
|---|
| By : /s/Mark David P. Martinez<br><br>Name : Mark David P. Martinez<br><br>Title : Assistant Corporate Secretary<br><br>Date : October 2, 2024 |
EX-99.1
EXHIBITS
| Exhibit Number | Page | |
|---|---|---|
| Copy of the disclosure letter that PLDT Inc. filed on October 2, 2024 with the Philippine Stock Exchange and the Philippine Securities and Exchange Commission in relation to the subscription by PLDT Inc. to additional shares in Kayana Solutions Inc. | 6 |
October 2, 2024
The Philippine Stock Exchange, Inc. 6/F Philippine Stock Exchange Tower 28th Street corner 5th Avenue Bonifacio Global City, Taguig City
Attention: Atty. Stefanie Ann B. Go
Officer-in-Charge – Disclosure Department
Securities & Exchange Commission 7907 Makati Avenue, Salcedo Village, Barangay Bel-Air, Makati City
Attention: Mr. Vicente Graciano P. Felizmenio, Jr.
Director – Markets and Securities Regulation Department
Gentlemen:
In compliance with the PSE’s letter dated October 1, 2024, we submit herewith PSE Form 4-2 in relation to the subscription by PLDT Inc. to additional shares in Kayana Solutions Inc.
Very truly yours,
/s/Mark David P. Martinez
Mark David P. Martinez Assistant Corporate Secretary PLDT Inc.
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 | 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 | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||
| 17 | - | C | M | S | R | D |
COMPANY INFORMATION
| Company’s Email Address | Company’s Telephone Number/s | Mobile Number |
|---|---|---|
| 88168553 | ||
| No. of Stockholders | Annual Meeting Month/Day | Fiscal Year Month/Day |
| --- | --- | --- |
| 11,365<br><br>As of August 31, 2024 | 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 | [email protected] | 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
- October 2, 2024
Date of Report (Date of earliest event reported)
SEC Identification Number: PW-55
BIR Tax Identification No. 000-488-793
PLDT Inc.
Exact name of issuer as specified in its charter
- PHILIPPINES 6. (SEC Use Only)
Province, country or other jurisdiction Industry Classification Code of Incorporation
- Ramon Cojuangco Building, Makati Avenue, Makati City 1200
Address of principal office Postal Code
- (632) 8250-0254
Issuer's telephone number, including area code
- Not Applicable
Former name or former address, if changed since last report
- 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<br><br>Outstanding and Amount of Debt Outstanding |
|---|
PLDT Inc.
TEL
PSE Disclosure Form 4-2 – Acquisition/Disposition of Shares of Another Corporation References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
| Subject of the Disclosure | |
|---|---|
| PLDT, Meralco, and MPIC subscribe to additional shares in Kayana | |
| Background/Description of the Disclosure | |
| On September 30, 2024, PLDT Inc. (“PLDT”) (PSE: TEL) (NYSE: PHI), Manila Electric Company (“Meralco”) (PSE: MER), and Metro Pacific Investments Corporation (“MPIC”) each entered into separate Subscription Agreements with Kayana Solutions Inc. (formerly Limitless Growth Ventures Inc.) (“Kayana”), for the subscription of an aggregate of 570,000,000 additional common shares in Kayana. As a result of these additional subscriptions, Kayana is now 45%- owned by PLDT, 27.5%-owned by Meralco, and 27.5%-owned by MPIC. | |
| Date of Approval by Board of Directors | |
| September 17, 2024 | |
| Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction | |
| PLDT’s investment in Kayana is part of a collective effort to drive new opportunities for growth and value within the MVP Group. | |
| Details of the Acquisition | |
| Date | September 30, 2024 |
| Manner | |
| Please refer to “Background/Description of the Disclosure”. | |
| Description of the company to be acquired | |
| Kayana is a data-powered digital experience company that harnesses the data assets of the MVP Group to deliver a superior and hyper-personalized customer experience backed by insights that can pave the way for a radical change in customer engagement across the MVP Group. | |
| Number of shares to be acquired | |
| Out of the 570,000,000 additional common shares issued by Kayana, PLDT acquired 46,500,000 additional common shares. | |
| Percentage to the total outstanding shares of the company subject of the transaction | |
| --- | |
| The 46,500,000 additional common shares acquired by PLDT represent 2.36% of the total outstanding common shares of Kayana. | |
| Price per share | |
| The purchase price per share is Php1.00. | |
| Nature and amount of consideration given or received | |
| The total subscription price is Php46,500,000.00, payment of which shall be made on a date to be agreed upon by the parties. | |
| Principle followed in determining the amount of consideration | |
| The price per share was based on its par value of Php1.00 per share. | |
| Terms of payment | |
| The subscription price shall be paid on a date to be agreed upon by the parties. | |
| Conditions precedent to closing of the transaction, if any | |
| None. | |
| Any other salient terms | |
| None. | |
| Identity of the person(s) from whom the shares were acquired or to whom they were sold | |
| The 570,000,000 additional common shares were issued by Kayana. | |
| Nature of any material relationship with the Issuer, its directors/ officers, or any of its affiliates | |
| Mr. Manuel V. Pangilinan is the Chairman and Chief Executive Officer of Kayana. He is also the Chairman, President and Chief Executive Officer of PLDT.<br><br>Mr. Victorico P. Vargas is the President and Chief Operations Officer of Kayana. He is the Leadership Transition Officer of PLDT. | |
| Effect(s) on the business, financial condition and operations of the Issuer, if any | |
| None. | |
| Other Relevant Information | |
| None. |
- Item 9 (Other Events)
Attached herewith is PSE Form 4-2 in relation to the subscription by PLDT Inc. to additional shares in Kayana Solutions Inc.
Pursuant to the requirements of the Securities Regulation Code, the Company has duly authorized and caused this report to be signed on its behalf by the undersigned.
PLDT Inc.
By:
/s/Mark David P. Martinez
Mark David P. Martinez
Assistant Corporate Secretary October 2, 2024
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly authorized and caused this report to be signed on its behalf by the undersigned.
| PLDT Inc. |
|---|
| By : /s/Mark David P. Martinez<br><br>Name Mark David P. Martinez<br><br>Title : Assistant Corporate Secretary<br><br>Date : October 2, 2024 |