6-K
PLDT Inc. (PHI)
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 January 2024
(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 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, 2022. 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.
EXHIBIT INDEX
Exhibit Number Page
Copies of the disclosure letters that we filed on January 30, 2024 with the Philippine Stock Exchange, the Philippine Securities and Exchange Commission, and the Philippine Dealing and Exchange Corporation in connection with the proposed investment by PLDT Inc. in Radius Telecoms, Inc.
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 |
| Name: | Mark David P. Martinez |
| Title: | Assistant Corporate Secretary |
Date: January 31, 2024
EX-99.1
Exhibit 99.1
| Exhibit No. | Exhibit | |
|---|---|---|
| 99.1 | Copies of the disclosure letters that we filed on January 30, 2024 with the Philippine Stock Exchange, the Philippine Securities and Exchange Commission, and the Philippine Dealing and Exchange Corporation in connection with the proposed investment by PLDT Inc. in Radius Telecoms, Inc. |
January 30, 2024
The Philippine Stock Exchange, Inc.
6/F Philippine Stock Exchange Tower
28th Street corner 5th Avenue
Bonifacio Global City, Taguig City
Attention: Ms. Alexandra D. Tom Wong
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
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:
In compliance with the PSE’s Revised Disclosure Rules, we submit herewith PSE Disclosure Form 4-2 in relation to the proposed investment by PLDT Inc. in Radius Telecoms, Inc.
This submission shall also serve as our compliance with Section 17.1 of the Securities Regulation Code regarding the filing of reports on significant developments.
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 |
|---|---|---|
| No. of Stockholders | Annual Meeting<br>Month/Day | Fiscal Year<br>Month/Day |
| 11,397<br><br>As of December 31, 2023 | 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. January 30, 2024
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
- 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) 82500254
Issuer's telephone number, including area code
- 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<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 | |
|---|---|
| Proposed investment in Radius Telecoms, Inc. (“Radius”) | |
| Background/Description of the Disclosure | |
| On January 30, 2024, the Board of Directors of PLDT Inc. (the “Board” and “PLDT”, respectively) approved the proposed investment by PLDT in Radius by subscribing to 2,491,516 shares of common stock, representing 34.9% equity interest in Radius, subject to due diligence and execution of definitive agreements (the “Proposed Investment”).<br><br><br><br>The other details of the Proposed Investment are set out below. | |
| Date of Approval by Board of Directors | |
| January 30, 2024 | |
| Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction | |
| The Proposed Investment is a strategic move to fortify PLDT’s market position and increase its market share through a harmonious integration of solution capabilities and market coverage by capitalizing on Radius’ 100% fiber facilities that span 150 enterprise buildings, 200+ residential multi-dwelling units, and 200+ villages. | |
| Details of the Acquisition | |
| Date | To be announced upon execution of definitive agreements. |
| Manner | |
| Please refer to the “Background/Description of the Disclosure”. | |
| Description of the company to be acquired | |
| Radius is a corporation duly organized under Philippine laws and with office address at 12th Floor, Tower 2, Rockwell Business Center, Ortigas Avenue, Pasig City. Radius holds a congressional telecommunications franchise to construct, install, establish, operate, and maintain for commercial purposes and in the public interest, the business of providing basic | |
| and enhanced telecommunications services in the Philippines, and between the Philippines and other countries and territories.<br><br><br><br>Radius is 100% owned by Paragon Vertical Corporation, which is a wholly-owned subsidiary of e-Meralco Ventures, Inc., a wholly-owned subsidiary of the Manila Electric Company (“MERALCO”). | |
| --- | |
| Number of shares to be acquired | |
| 2,491,516 common shares of Radius | |
| Percentage to the total outstanding shares of the company subject of the transaction | |
| 34.9% of the total issued and outstanding capital stock of Radius | |
| Price per share | |
| The indicative price per share is Php849.28. | |
| Nature and amount of consideration given or received | |
| The indicative amount of the Proposed Investment is Php2,116,000,000.00. | |
| Principle followed in determining the amount of consideration | |
| The indicative amount of the Proposed Investment is based on the business valuation of Radius using financial projections and future cash flows at 34.9% of its total issued and outstanding capital stock. | |
| Terms of payment | |
| The payment terms of the indicative amount of the Proposed Investment are subject to negotiation and execution of definitive agreements. | |
| Conditions precedent to closing of the transaction, if any | |
| The closing of the Proposed Investment shall be subject to the satisfaction of closing conditions that are customary in transactions of a similar nature including, but not limited to, the following:<br><br><br><br>(a)<br>completion of due diligence review;<br><br>(b)<br>procurement of necessary internal corporate and regulatory approvals; and<br><br>(c)<br>execution of definitive agreements. | |
| Any other salient terms | |
| Please refer to “Conditions precedent to closing of the transaction, if any.” | |
| Identity of the person(s) from whom the shares were acquired or to whom they were sold | |
| The Proposed Investment will be made by PLDT by subscribing to 2,491,516 shares of common stock of Radius. | |
| Nature of any material relationship with the Issuer, its directors/ officers, or any of its affiliates | |
| --- | |
| There are four directors of PLDT who also serve as directors of MERALCO:<br><br><br><br>(a)<br>Manuel V. Pangilinan;<br><br>(b)<br>Ray C. Espinosa;<br><br>(c)<br>James L. Go; and<br><br>(d)<br>Artemio V. Panganiban.<br><br><br><br>The foregoing directors of PLDT did not take part in the approval of the Proposed Investment. | |
| Effect(s) on the business, financial condition and operations of the Issuer, if any | |
| By leveraging on the existing infrastructure and co-building in key areas, both PLDT and Radius stand to gain cost efficiencies. This potential partnership will strengthen the market presence of PLDT and Radius and unlock synergies in solution capabilities and network coverage to better serve and improve quality of service to PLDT and Radius customers across the country. | |
| Other Relevant Information | |
| None. |
- Item 9 (Other events)
Attached herewith is PSE Form 4-2 in relation to the proposed investment by PLDT Inc. in Radius Telecoms, 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
January 30, 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 |
| Name | : | Mark David P. Martinez |
| Title | : | Assistant Corporate Secretary |
Date : January 31, 2024