Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
OVERSEAS REGULATORY ANNOUNCEMENT
Please refer to the filing submitted by Philippine Long Distance Telephone Company ("PLDT"), a major operating associate of First Pacific Company Limited, with the Philippine Stock Exchange, in relation to the SEC Form 17-C relating to an update regarding the acquisition by PLDT and Globe Telecom, Inc., on a 50-50 basis, of companies holding additional spectrum frequencies.
Dated this the 13th day of June, 2016
As at the date of this announcement, the board of directors of First Pacific Company Limited comprises the following directors:
Executive Directors:
Manuel V. Pangilinan, Managing Director and CEO
Edward A. Tortorici Robert C. Nicholson
Non-executive Directors: Anthoni Salim, Chairman Benny S. Santoso
Tedy Djuhar
Napoleon L. Nazareno
Independent Non-executive Directors: Prof. Edward K.Y. Chen, GBS, CBE, JP Margaret Leung Ko May Yee, SBS, JP Philip Fan Yan Hok
Madeleine Lee Suh Shin
C034112016
SECURITIES AND EXCHANGE COMMISSION SEC FORM 17CCURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
Date of Report (Date of earliest event reported)
Jun 13, 2016
SEC Identification Number
PW55
BIR Tax Identification No.
000488793
Exact name of issuer as specified in its charter
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
Province, country or other jurisdiction of incorporation
PHILIPPINES
Industry Classification Code(SEC Use Only)
Address of principal office
RAMON COJUANGCO BUILDING, MAKATI AVENUE, MAKATI CITY
Postal Code
1200
Issuer's telephone number, including area code
(632) 8168553
Former name or former address, if changed since last report
NOT APPLICABLE
Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Indicate the item numbers reported herein
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Philippine Long Distance Telephone Company TELPSE Disclosure Form 161 Update on Corporate Actions/ Material Transactions/Agreements
References: SRC Rule 17 (SEC Form 17C) and Section 16 of the Revised Disclosure Rules
Subject of the Disclosure |
Update to our disclosure under PSE Disclosure Form 51 dated May 30, 2016 |
Background/Description of the Disclosure |
Update to our disclosure on May 30, 2016 regarding the acquisition by PLDT and Globe Telecom, Inc., on a 5050 basis, of the entire issued and outstanding capital of: (a) Vega Telecom, Inc., which holds the telecommunications assets of San Miguel Corporation through its subsidiaries, (b) Bow Arken Holding Company, parent company of New Century Telecoms, Inc., and (c) Brightshare Holdings, Inc., parent company of eTelco, Inc., which separately hold additional spectrum frequencies through their respective subsidiaries. |
Other Relevant Information |
A copy of our disclosure letter is attached. |
Filed on behalf by:
Name | Ma. Lourdes RausaChan |
Designation | Senior Vice President & Corporate Secretary |
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PLDT13 June 2016
The Philippine Stock Exchange, Inc.
3/F, Tower One and Exchange Plaza,
Ayala Triangle, Ayala Avenue, Makati City, 1226
Attention: Ms. Janet A Encarnacion
Head, Disclosure Department
Mr. J.V. B. Zuno Ill
OIC, Head, Discl.osure Department
Gentlemen:
This relates to our disclosure on May 30, 2016 regarding the acquisition by PLOT and Globe Telecom, Inc. ("Globe"), on a 50-50 basis, of the entire issued and outstanding capital of: (a) Vega Telecom, Inc. ("VTI"), which holds the telecommunications assets of San Miguel Corporation ("SMC") through its subsidiaries, (b) Bow Arken Holding Company , parent company of New Century Telecoms, Inc., and (c) Brightshare Holdings, Inc., parent company of eTelco, Inc., which separately hold additional spectrum frequencies through their respective subsidiaries (respectively, the "VTI Transaction" , "Bow Arken Transaction" and "Brightshare Transaction" and, collectively, the "Transactions"). On the same date, the parties to the Transactions submitted separate notices of each of the Transactions (respectively, the "VTI Notice", the "Bow Arken Notice" and the "Brightshare Notice" and, collectively, the "Notices") to the Philippine Competition Commission (the "Commission") pursuant to the Philippine Competition Act (the "PCA"), and Circular No. 16-001 and Circular No. 16-002 issued by the Commission (the "Circulars"). As stated in the Notices, upon receipt by the Commission thereof, each of the Transactions shall be deemed approved in accordance with the Circulars.
In the interest of transparency, we disclose that PLOT and the other relevant parties to the Transactions recently received separate letters from the Commission which essentially stated the Commission's determination, including the basis thereof, that: (a) with respect to the Vega Transaction, the VTI Notice is deficient and defective in form and substance , therefore, the Vega Transaction is not "deemed approved" by the Commission, and the missing key terms of the transactions are critical since the Commission considers certain agreements as prohibited or illegal; and (b) with respect to the Bow Arken Transaction and the Brightshare Transaction, the compulsory notification under the Circulars do not apply and even assuming the Circulars apply, the Bow Arken Notice and Brightshare Notice are deficient and defective in form and substance.
On June 10, 2016, PLOT submitted its response to the PCC Letter articulating our position that the VTI Notice is adequate, complete, sufficient and compliant with the requirements under the Circulars, and does not contain any false material information; as such, the VTI Transaction enjoys the benefits of Section 23 of the PCA. Therefore, the VTI Transaction is deemed approved and cannot be subject to retroactive review by the Commission. Moreover, the parties have taken
General Office P.O. Box 2148 Makati City, Philippines
PLD 1
First Pacific Company Limited published this content on 13 June 2016 and is solely responsible for the information contained herein.
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