Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

 

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 February 2024

(Commission File No. 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-____)

 

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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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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EXHIBIT INDEX

 

 

EXHIBIT NUMBER PAGE

 

 

 

1 Copies of disclosure letters that PLDT Inc. (the “Company”) filed with the Philippine Stock Exchange, Inc. (the “PSE”), the Philippine Securities and Exchange Commission, and the Philippine Dealing and Exchange Corporation in response to the letter from the PSE dated February 26, 2024 requesting the Company to clarify information and/or to provide relevant information in relation to the news article entitled “Biz Buzz: Why SkyCable sale to PLDT collapsed” as posted in Inquirer.net on February 25, 2024.

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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: February 27, 2024

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Exhibit 99.1

 

 

EXHIBITS

 

Exhibit Number		Page
99.1	Copies of disclosure letters that PLDT Inc. (the “Company”) filed with the Philippine Stock Exchange, Inc. (the “PSE”), the Philippine Securities and Exchange Commission, and the Philippine Dealing and Exchange Corporation in response to the letter from the PSE dated February 26, 2024 requesting the Company to clarify information and/or to provide relevant information in relation to the news article entitled “Biz Buzz: Why SkyCable sale to PLDT collapsed” as posted in Inquirer.net on February 25, 2024.

 

 

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February 26, 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

 

Gentlemen:

 

We refer to the letter of the PSE dated February 26, 2024 requesting PLDT Inc. (“PLDT”) to clarify information and/or to provide relevant information in relation to the news article entitled “Biz Buzz: Why SkyCable sale to PLDT collapsed” as posted in Inquirer.net on February 25, 2024.

The news article states, in part, that:

 

“More than a year of meticulous preparations and negotiations dissipated into thin air.

 

This is the likely sentiment of the executives, government regulators, lawyers and financial advisers who dedicated a part of their lives working on the P6.75 billion sale of the Lopez family’s Sky Cable, majority owned by ABS-CBN Corp., to telecommunications giant PLDT Inc.

The parties were all waiting for the critical nod from the Philippine Competition Commission. This was finally granted last month and then the unthinkable happened: the deal imploded, with the termination announced through a brief public disclosure.

 

. . . .

Behind the scenes, sources told Biz Buzz the abrupt decision to end the deal stemmed from PLDT, which wanted to include new conditions late in the negotiations and sought to reduce the payment amount.

 

And by reduce, we’re told the final amount was much smaller than the original offer.

 

One source said PLDT’s top brass decided there was little value in paying for aging technology, although we wonder why this was not determined earlier in the due diligence process.

 

The deal was signed a year ago in March. But such agreements are usually hashed out several months prior. Readers with sharp memories will recall this was a period that coincided with PLDT’s massive budget overrun controversy, triggering management changes and stricter controls at the telco giant.

. . . .”

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We wish to clarify that the parties mutually decided not to proceed with PLDT’s proposed acquisition of the broadband business of Sky Cable Corporation (the “Proposed Transaction”) due to the non-fulfillment of certain closing conditions, which compelled the parties to revisit the commercial terms of the Proposed Transaction. Since the parties were unable to agree on the revisions to the commercial terms, the parties mutually decided not to proceed with the Proposed Transaction.

 

We trust that the foregoing explanation clarifies matters.

 

 

Very truly yours,

 

 

/s/Mark David P. Martinez

Mark David P. Martinez

Assistant Corporate Secretary

PLDT Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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February 27, 2024

 

Securities & Exchange Commission

Secretariat Building, PICC Complex

Roxas Boulevard, Pasay 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: Mr. Antonino A. Nakpil

President and Chief Executive Officer

 

 

Gentlemen:

 

We furnish you with a copy of our letter dated February 26, 2024 in response to the letter of the Philippine Stock Exchange of even date wherein PLDT Inc. was requested to clarify information and/or to provide relevant information in relation to the news article entitled “Biz Buzz: Why SkyCable sale to PLDT collapsed” as posted in Inquirer.net on February 25, 2024.

 

 

Very truly yours,

 

 

/s/Mark David P. Martinez

Mark David P. Martinez

Assistant Corporate Secretary

PLDT Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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COVER SHEET

 

SEC Registration Number
P	W	-	5	5

Company Name

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

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Form Type

Department requiring the report

Secondary License Type, If Applicable

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COMPANY INFORMATION

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

 

	No. of Stockholders		Annual Meeting Month/Day		Fiscal Year Month/Day
	11,392 As of January 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		[e-mail]		82500254
Name of Contact Person		Email Address		Telephone Number/s		Mobile Number

 

Contact Person’s Address

9/F 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.

 

 

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SECURITIES AND EXCHANGE COMMISSION

 

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

1.	February 27, 2024
	Date of Report (Date of earliest event reported)
2.	SEC Identification Number PW-55
3.	BIR Tax Identification No. 000-488-793-00000
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, Makati City	1200
	Address of principal office	Postal Code
8.	(632) 8250-0254
	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

 

 

 

 

 

 

 

 

 

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11. Item 9 (Other Events)

 

Attached herewith is a copy of our letter dated February 26, 2024 in response to the letter of the Philippine Stock Exchange of even date wherein PLDT Inc. was requested to clarify information and/or to provide relevant information in relation to the news article entitled “Biz Buzz: Why SkyCable sale to PLDT collapsed” as posted in Inquirer.net on February 25, 2024.

 

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

 

February 27, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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: February 27, 2024

 

 

 

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