EX-99.1 2 phi-ex99_1.htm EX-99.1 EX-99.1

 

 

EXHIBITS

 

 

Exhibit Number

 

Page

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Copy of the disclosure letter that we filed on July 31, 2024 with the Philippine Stock Exchange, Inc. and the Philippine Securities and Exchange Commission in connection with the acquistion by DigiCo, a subsidiary of PLDT Inc., of 10% minority interest in CIS Bayad Center Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

July 31, 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 Revised Disclosure Rules, we submit herewith PSE Disclosure Form 4-2 in relation to the acquistion by DigiCo, a subsidiary of PLDT Inc., of 10% minority interest in CIS Bayad Center 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

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5

5

 

 

 

 

 

 

Company Name

P

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I

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C.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

R

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O

N

 

C

O

J

U

A

N

G

C

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B

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M

A

K

A

T

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A

V

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N

U

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M

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K

A

T

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C

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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

 

 

11,372

As of June 30, 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

 

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.
July 31, 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

 

5. PHILIPPINES 6.____________ (SEC Use Only)

Province, country or other jurisdiction Industry Classification Code

of Incorporation

 

7. Ramon Cojuangco Building, Makati Avenue, Makati City 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

________________________________________________________________

________________________________________________________________

________________________________________________________________

 


 

 

11. Item 9 (Other events)

 

Attached herewith is PSE Form 4-2 in relation to the acquistion by DigiCo, a subsidiary of PLDT Inc., of 10% minority interest in CIS Bayad Center 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

 

July 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

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

 DigiCo acquires 10% minority interest in CIS Bayad Center, Inc. (“Bayad”).

 

Background/Description of the Disclosure

 

On July 31, 2024, DigiCo, formally known as Limitless Growth Ventures Inc., acquired 56,105 common shares of Bayad from Corporate Information Solutions, Inc. (“CIS”).

 

Date of Approval by Board of Directors

 The Board of Directors of DigiCo approved the acquisition on July 19, 2024.

 

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

 

DigiCo’s acquisition of Bayad will enable DigiCo to leverage its expertise and resources to support Bayad’s growth trajectory while exploring and unlocking synergies in the companies led by Mr. Manuel V. Pangilinan such as PLDT Inc. (“PLDT”), Manila Electric Company (“Meralco”), and Metro Pacific Investments Corporation (“MPIC”). DigiCo is 60%-owned by PLDT, 20%-owned by Meralco, and 20%-owned by MPIC. The acquisition makes available an additional payment gateway for the use of DigiCo, a subsidiary of PLDT.

 

Details of the Acquisition

Date

 

July 31, 2024

 

Manner

 

Please refer to “Background/Description of the Disclosure”.

 

 


 

 

Description of the company to be acquired

 

Bayad is a corporation duly organized under Philippine laws and with office address at G/F, Business Solutions Center Meralco Complex, Ortigas Avenue, Pasig City. It has developed an outsourced bills payment collection service in the Philippines, aggregating a multitude of billers into a robust system that is now being used by leading establishments and electronic money institutions across the country. Formerly known as Bayad Center, a fintech subsidiary of Meralco, it continues to innovate the industry and offer a whole suite of financial products and services available to both consumers and businesses.

 

Number of shares to be acquired

 

56,105 common shares of Bayad.

 

Percentage to the total outstanding shares of the company subject of the transaction

  10% of the total issued and outstanding capital stock of Bayad.

 

Price per share

  The purchase price per share is Php5,703.59.

 

Nature and amount of consideration given or received

  The total purchase price is Php320,000,000.00.

 

Principle followed in determining the amount of consideration

 

The purchase price is based on Bayad’s business valuation using financial projections and future cash flows at 10% of its total issued and outstanding capital stock.

 

Terms of payment

The total purchase price was paid on July 31, 2024.

Conditions precedent to closing of the transaction, if any

 

The closing of the transaction occurred on July 31, 2024 upon the fulfillment of closing conditions that are customary in transactions of a similar nature including, but not limited to, the following: (a) completion of due diligence review; (b) procurement of internal corporate approvals; and (c) execution of definitive agreements.

 

Any other salient terms

 

 None.

Identity of the person(s) from whom the shares were acquired or to whom they were sold

 The seller, CIS, is a company controlled by Meralco.


 

 

Nature of any material relationship with the Issuer, its directors/ officers, or any of its affiliates

 

DigiCo and CIS do not have common directors or officers. The Chairman of CIS is Atty. Ray C. Espinosa, who is a director of PLDT.

 

Effect(s) on the business, financial condition and operations of the Issuer, if any

 

None.

Other Relevant Information

 

 None.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

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 : August 1, 2024