PLDT : 6-K Pr08102022 - Form 6-K

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".

Attention:

Ms. Alexandra D. Tom Wong

Attention:

Mr. Vicente Graciano P. Felizmenio, Jr.

SEC Registration Number

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Form Type

Department requiring the report

Secondary License Type, If Applicable

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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 2^nd Tuesday of June

December 31

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

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

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.

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

SEC Registration Number

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Form Type

Department requiring the report

Secondary License Type, If Applicable

17

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C

M

S

R

D

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 2^nd Tuesday of June

December 31

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

1.

August 10, 2022

2.

SEC Identification Number PW-55

3.

BIR Tax Identification No. 000-488-793

4.

PLDT Inc.

5.

PHILIPPINES6.____________ (SEC Use Only)

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.

By

:

/s/Marilyn A. Victorio-Aquino

Name

:

Marilyn A. Victorio-Aquino

Title

:

Corporate Secretary