EX-99.1 2 phi-ex991_6.htm EX-99.1PR08102022 phi-ex991_6.htm

 

 

 

 

 

Exhibit 99.1

 

 

EXHIBITS

 

Exhibit Number

 

Page

 

99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Copies of the disclosure letters that we filed today with the Securities and Exchange Commission, Philippines Stock Exchange and Philippine Dealing & Exchange Corporation regarding a press release entitled “CIGNAL CABLE INVESTS IN SKY CABLE”.

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 


 

 

 

 

 

 

 

August 10, 2022

 

 

Philippine Stock Exchange

6/F Philippine Stock Exchange Tower

28th Street corner 5th 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 Forms 4-30 and 4-31 in relation to a press release entitled “CIGNAL CABLE INVESTS IN SKY CABLE”.

 

ePLDT, Inc., a subsidiary of PLDT Inc., will fund through a loan extended to Cignal Cable Corporation, the Php7.5Bn acquisition cost of Cignal Cable Corporation of 38.88% of  the total issued and outstanding capital stock of Sky Cable Corporation and debt instruments.

 

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

 

Very truly yours,

 

PLDT Inc.

 

 

/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)

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
Month/Day

 

Fiscal Year
Month/Day

 

 

11,473

As of July 31, 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.

August 10, 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

 

CIGNAL CABLE INVESTS IN SKY CABLE

 

Background/Description of the Disclosure

 

Cignal Cable Corporation (“Cignal Cable”) today entered into a Sale and Purchase Agreement with Sky Vision Corporation (“Sky Vision”), ABS-CBN Corporation (“ABS-CBN”), and Lopez, Inc. for the acquisition of 38.88% of the total issued and outstanding capital stock (the “Sale Shares”) of Sky Cable Corporation (“Sky Cable”), one of the leading companies that offers cable television and broadband services under the Sky Cable brand, for a total consideration of Php2.862Bn.

 

The investment of Sky Cable by Cignal Cable is expected to benefit the former’s existing customer base consisting of over 300 thousand cable subscribers and close to 350 thousand broadband subscribers as of the end of June 2022. This will allow Sky Cable to expand significantly its coverage, offerings, and services. It will also enable Sky Cable to expand its broadband reach and capacity in support of the government’s plan to prioritize the development of the country’s digital infrastructure, reaching a larger portion of the Filipino population and providing them with greater choices for their content and internet requirements.

 

Cignal Cable believes that its entry into Sky Cable will strengthen and enhance its public services offerings. Currently Sky Cable is operating Knowledge Channel, which provide educational programs for children, and DepEd Channel, which offered Long-Distance Learning to the Filipino youth during the pandemic in cooperation with the Department of Education. Cignal Cable plans to expand the public services programs that will be offered by Sky Cable to assist the Government in providing public services to the Filipinos, particularly in remote areas.

 

Simultaneously with the execution of the Sale and Purchase Agreement, the parties executed a Debt Instruments Agreement, whereby Sky Vision Corporation agreed to issue an Exchangeable Debt Instrument (the “Debt Instrument”) to Cignal Cable with a face value of Php4.388Bn. The Debt Instrument gives Cignal Cable the option to acquire additional Sky Cable shares equivalent to 61.12% of the outstanding capital stock of Sky Cable after 8 years from its issuance, subject to obtaining regulatory approvals. Under the Debt Instruments Agreement, Cignal Cable will also acquire a Convertible Note issued by Sky Cable (the “Convertible Note”) with a face value of Php250Mn and convertible into primary shares of Sky Cable representing about 1.84% of outstanding capital stock.

 

 

 

 

The proceeds of the sale of the Sale Shares, the Convertible Note and the issuance of the Debt Instrument in the total amount of Php7.5Bn will be used to repay certain obligations of ABS-CBN and Sky Vision and to fund the investment of ABS-CBN in TV5.

 

ePLDT, a subsidiary of PLDT, Inc., will fund, through a loan extended to Cignal Cable, the Php7.5Bn acquisition cost of Cignal Cable of the Sale Shares and the foregoing debt instruments.

 

Financial closing, which is expected within the month of August 2022, shall be subject to compliance with certain closing conditions which include, full payment of the purchase price for the common shares, subscription to the Debt Instrument, and purchase of the Convertible Note.

 

AlphaPrimus Advisors and Picazo Buyco Tan Fider & Santos advised the MediaQuest group on this transaction while the law firms of Romulo Mabanta and Quiason Makalintal advised ABS-CBN.  

 

 

 

 

 

 


 

 

 

Other Relevant Information

 

Please refer to the attached press release.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

PLDT Inc.

TEL

PSE Disclosure Form 4-31 Press Release References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules

 

Subject of the Disclosure

 

Press release entitled “CIGNAL CABLE INVESTS IN SKY CABLE”

 

 

Background/Description of the Disclosure

 

Cignal Cable Corporation (“Cignal Cable”) today entered into a Sale and Purchase Agreement with Sky Vision Corporation (“Sky Vision”), ABS-CBN Corporation (“ABS-CBN”), and Lopez, Inc. for the acquisition of 38.88% of the total issued and outstanding capital stock (the “Sale Shares”) of Sky Cable Corporation (“Sky Cable”), one of the leading companies that offers cable television and broadband services under the Sky Cable brand, for a total consideration of Php2.862Bn.

 

The investment of Sky Cable by Cignal Cable is expected to benefit the former’s existing customer base consisting of over 300 thousand cable subscribers and close to 350 thousand broadband subscribers as of the end of June 2022. This will allow Sky Cable to expand significantly its coverage, offerings, and services. It will also enable Sky Cable to expand its broadband reach and capacity in support of the government’s plan to prioritize the development of the country’s digital infrastructure, reaching a larger portion of the Filipino population and providing them with greater choices for their content and internet requirements.

 

Cignal Cable believes that its entry into Sky Cable will strengthen and enhance its public services offerings. Currently Sky Cable is operating Knowledge Channel, which provide educational programs for children, and DepEd Channel, which offered Long-Distance Learning to the Filipino youth during the pandemic in cooperation with the Department of Education. Cignal Cable plans to expand the public services programs that will be offered by Sky Cable to assist the Government in providing public services to the Filipinos, particularly in remote areas.

 

Simultaneously with the execution of the Sale and Purchase Agreement, the parties executed a Debt Instruments Agreement, whereby Sky Vision Corporation agreed to issue an Exchangeable Debt Instrument (the “Debt Instrument”) to Cignal Cable with a face value of Php4.388Bn. The Debt Instrument gives Cignal Cable the option to acquire additional Sky Cable shares equivalent to 61.12% of the outstanding capital stock of Sky Cable after 8 years from its issuance, subject to obtaining regulatory approvals. Under the Debt Instruments Agreement, Cignal Cable will also acquire a Convertible Note issued by Sky Cable (the “Convertible Note”) with a face value of Php250Mn and convertible into primary shares of Sky Cable representing about 1.84% of outstanding capital stock.

 

 

The proceeds of the sale of the Sale Shares, the Convertible Note and the issuance of the Debt Instrument in the total amount of Php7.5Bn will be used to repay certain obligations of ABS-CBN and Sky Vision and to fund the investment of ABS-CBN in TV5.

 

ePLDT, a subsidiary of PLDT, Inc., will fund, through a loan extended to Cignal Cable, the Php7.5Bn acquisition cost of Cignal Cable of the Sale Shares and the foregoing debt instruments.

 

Financial closing, which is expected within the month of August 2022, shall be subject to compliance with certain closing conditions which include, full payment of the purchase price for the common shares, subscription to the Debt Instrument, and purchase of the Convertible Note.

 

AlphaPrimus Advisors and Picazo Buyco Tan Fider & Santos advised the MediaQuest group on this transaction while the law firms of Romulo Mabanta and Quiason Makalintal advised ABS-CBN.

 

 

 

 


 

 

 

Other Relevant Information

 

Please refer to the attached press release

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

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
Month/Day

 

Fiscal Year
Month/Day

 

 

11,473

As of July 31, 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.

August 10, 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 a Press Release entitled “CIGNAL CABLE INVESTS IN SKY CABLE”.

 

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

 

 

August 10, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

MEDIA QUEST

 

CIGNAL CABLE INVESTS IN SKY CABLE

 

TRANSACTION TO BENEFIT SKY CABLE’S EXISTING CUSTOMERS

 

ACQUISITION TO EXPAND SKY CABLE’S REACH AND CAPACITY

 

SUPPORTS GOVERNMENT’S PLAN TO PRIORITIZE DEVELOPMENT OF THE COUNTRY’S DIGITAL INFRASTRUCTURE

 

SUPPORTS PUBLIC SERVICE OFFERINGS OF SKY CABLE

 

 

MANILA, 10th August 2022

 

Cignal Cable Corporation (“Cignal Cable”) today entered into a Sale and Purchase Agreement with Sky Vision Corporation (“Sky Vision”), ABS-CBN Corporation (“ABS-CBN”), and Lopez, Inc. for the acquisition of 38.88% of the total issued and outstanding capital stock (the “Sale Shares”) of Sky Cable Corporation (“Sky Cable”), one of the leading companies that offers cable television and broadband services under the Sky Cable brand, for a total consideration of Php2.862Bn.

 

The investment of Sky Cable by Cignal Cable is expected to benefit the former’s existing customer base consisting of over 300 thousand cable subscribers and close to 350 thousand broadband subscribers as of the end of June 2022. This will allow Sky Cable to expand significantly its coverage, offerings, and services. It will also enable Sky Cable to expand its broadband reach and capacity in support of the government’s plan to prioritize the development of the country’s digital infrastructure, reaching a larger portion of the Filipino population and providing them with greater choices for their content and internet requirements.

 

Cignal Cable believes that its entry into Sky Cable will strengthen and enhance its public services offerings. Currently Sky Cable is operating Knowledge Channel, which provide educational programs for children, and DepEd Channel, which offered Long-Distance Learning to the Filipino youth during the pandemic in cooperation with the Department of Education. Cignal Cable plans to expand the public services programs that will be offered by Sky Cable to assist the Government in providing public services to the Filipinos, particularly in remote areas.

 

 

 


 

 

 

Simultaneously with the execution of the Sale and Purchase Agreement, the parties executed a Debt Instruments Agreement, whereby Sky Vision Corporation agreed to issue an Exchangeable Debt Instrument (the “Debt Instrument”) to Cignal Cable with a face value of Php4.388Bn. The Debt Instrument gives Cignal Cable the option to acquire additional Sky Cable shares equivalent to 61.12% of the outstanding capital stock of Sky Cable after 8 years from its issuance, subject to obtaining regulatory approvals. Under the Debt Instruments Agreement, Cignal Cable will also acquire a Convertible Note issued by Sky Cable (the “Convertible Note”) with a face value of Php250Mn and convertible into primary shares of Sky Cable representing about 1.84% of outstanding capital stock.

 

The proceeds of the sale of the Sale Shares, the Convertible Note and the issuance of the Debt Instrument in the total amount of Php7.5Bn will be used to repay certain obligations of ABS-CBN and Sky Vision and to fund the investment of ABS-CBN in TV5.

 

ePLDT, a subsidiary of PLDT, Inc., will fund, through a loan extended to Cignal Cable, the Php7.5Bn acquisition cost of Cignal Cable of the Sale Shares and the foregoing debt instruments.

 

Financial closing, which is expected within the month of August 2022, shall be subject to compliance with certain closing conditions which include, full payment of the purchase price for the common shares, subscription to the Debt Instrument, and purchase of the Convertible Note.

 

AlphaPrimus Advisors and Picazo Buyco Tan Fider & Santos advised the MediaQuest group on this transaction while the law firms of Romulo Mabanta and Quiason Makalintal advised ABS-CBN.

 

[END]

 

 

 


 

 

 

                                            MEDIA QUEST

 

About Cignal Cable

 

Cignal Cable is owned by MediaQuest group. MediaQuest is owned and controlled by PLDT Beneficial Trust Fund.

 

About Sky Cable

 

SKY Cable Corporation is the cable television and broadband arm of ABS-CBN Corporation, a leading media and entertainment company in the Philippines.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

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:  August 10, 2022