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 2020

(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, 2018. 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

 

Copies of the disclosure letters that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange regarding the following matters:

 

 

 

 

 

 

 

 

 

 

Exhibit

 

Description

 

 

 

 

 

 

 

99.1

 

 

Acceptance of the resignation of Ms. Aurora C. Ignacio as representative director of the Social Security System, effective immediately;

 

 

 

 

 

 

 

 

Election of Mr. Manuel L. Argel, Jr. as representative director of the Social Security System to hold office effective immediately and for the unexpired term of his predecessor in office, Ms. Aurora C. Ignacio;

 

 

 

 

 

 

 

Cash dividend declaration on the Company’s Series IV Cumulative Non-Convertible Redeemable Preferred Stock; and

 

Redemption of shares of the Company’s Series JJ 10% Cumulative Convertible Preferred Stock which were issued in the year 2014.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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/ Ma. Lourdes C. Rausa-Chan

 

Name:

MA. LOURDES C. RAUSA-CHAN

Title:

Corporate Secretary

Date: January 28, 2020

3

phi-ex991_6.htm

 

 

 

 

 

Exhibit 99.1

 

 

 

 

Exhibit No.

 

Exhibits

 

 

 

 

 

 

 

99.1

 

 

Acceptance of the resignation of Ms. Aurora C. Ignacio as representative director of the Social Security System, effective immediately;

 

 

 

 

 

 

 

 

Election of Mr. Manuel L. Argel, Jr. as representative director of the Social Security System to hold office effective immediately and for the unexpired term of his predecessor in office, Ms. Aurora C. Ignacio;

 

Cash dividend declaration on the Company’s Series IV Cumulative Non-Convertible Redeemable Preferred Stock; and

 

Redemption of shares of the Company’s Series JJ 10% Cumulative Convertible Preferred Stock which were issued in the year 2014.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 


 

 

 

 

January 28, 2020

 

 

Philippine Stock Exchange

6/F Philippine Stock Exchange Tower

28th Street corner 5th Avenue

Bonifacio Global City, Taguig City

 

Attention:  Ms. Janet A. Encarnacion

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 respect to certain discloseable events/information.

 

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

 

 

Very truly yours,

 

 

 

 

/s/Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 1 of 6

 

 

 

 

 

 

 


 

 

 

 

 

 

January 28, 2020

 

 

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 respect to certain discloseable events/information.

 

 

Very truly yours,

 

 

 

 

 

/s/Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 2 of 6

 

 

 

 

 


 

 

 

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

 

 

11,606

As of November 30, 2019

 

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

Ma. Lourdes C. Rausa-Chan

 

lrchan@pldt.com.ph

 

88168553

 

 

 

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.

 

 

 

 

Page 3 of 6

 

 

 

 

 

 


 

 

 

SECURITIES AND EXCHANGE COMMISSION

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

1.

January 28, 2020

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) 8816-8553

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

________________________________________________________________

________________________________________________________________

________________________________________________________________

 

 

 

 

                                                     Page 4 of 6

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

11.  Item 4 (Resignation and Election of Director) and Item 9 (Other Events)

 

We disclose that at the meeting of the Board of Directors of PLDT Inc. (respectively, the “Board” and the “Company”) held on January 28, 2020:

 

1.

The Board accepted the resignation of Ms. Aurora C. Ignacio as representative director of the Social Security System in the Company’s Board, effective immediately. The Board conveyed their gratitude to Ms. Ignacio for her service and wished her continued success in her other endeavours.

 

The resignation of Ms. Ignacio is not expected to have any significant impact on the Company’s current or future operations, financial position or results of operation.

 

2.

As recommended by the Governance and Nomination Committee which conducted the screening process and determined that director-nominee, Retired Judge Manuel L. Argel, Jr. possesses all the qualifications and has none of the disqualifications for directorship, the Board elected Retired Judge Manuel L. Argel, Jr. as representative director of the Social Security System in the Company, to hold office effective immediately and for the unexpired term of his predecessor in office, Ms. Aurora C. Ignacio.

 

Retired Judge Manuel L. Argel, Jr., 70 years old, is a member of the Social Security Commission (SSC), the Governing Board of the Social Security System (SSS). He shares the responsibility for the governance of the SSS in terms of providing policy directions, monitoring, and overseeing management actions. He also performs quasi-judicial functions through decisions rendered on cases involving SSS coverage, benefits, contributions and penalties.  

 

He started his law career as an associate of private full-service law firms until he formed his own law firm in 1981. While in private practice, Retired Judge Argel was accredited in 1995 as a Voluntary Labor Arbitrator of the National Conciliation and Mediation Board. He also served as President of the Integrated Bar of the Philippines (Ilocos Chapter) from 1993 to 1995, Provincial Secretary of the National Citizens’ Movement for Free Elections, Chairman of the Ilocos Sur Local Amnesty Board, and member of the People’s Assistance Development Action Center, Inc.

 

His stint in the government started when he was elected as a member of the Sangguniang Bayan of Vigan City in 1980. In 2008, he received the Legislator’s Award given by the City Government of Vigan in recognition of his accomplishments and contributions as former legislator of Vigan City.

 

In 1995, he was appointed as Regional Trial Court (RTC) Judge of Laoag City, and served as Executive Judge from 2005 to 2007 and Presidential Assistant for Region 1 in the Philippine Judges Association. He retired from the Judiciary in 2015. His record of public service as a judge was marked by a very high degree of competence, integrity, dedication and independence.

 

He obtained his Bachelor of Arts in Philosophy and Bachelor of Laws Degrees from San Beda University.

 

3.

The Board declared a cash dividend of 12,285,000.00 on all of the outstanding shares of the Company’s Series IV Cumulative Non-Convertible Redeemable Preferred Stock, for the quarter ending March 15, 2020, payable on March 15, 2020 to the holder of record on February 24, 2020.

      

                                      Page 5 of 6

 

 

 


 

 

 

The cash dividend was declared out of the unaudited unrestricted retained earnings of the Company as at June 30, 2019, which are sufficient to cover the total amount of dividend declared.

 

4.

The Board authorized/approved the redemption of shares of the Company’s Series JJ 10% Cumulative Convertible Preferred Stock (the “SIP Shares”) which were issued in the year 2014, effective May 12, 2020. The record date for the determination of the holders of outstanding SIP Shares subject to redemption is February 11, 2020.

 

 

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/Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

January 28, 2020

 

 

 

 

 

 

                                        Page 6 of 6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

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/ Ma. Lourdes C. Rausa-Chan

Name

:

MA. LOURDES C. RAUSA-CHAN

Title

:

Corporate Secretary

 

Date:  January 28, 2020