C00505-2024

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Jan 30, 2024
2. SEC Identification Number
PW-55
3. BIR Tax Identification No.
000-488-793
4. Exact name of issuer as specified in its charter
PLDT Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Ramon Cojuangco Building, Makati Avenue, Makati City Postal Code 1200
8. Issuer's telephone number, including area code
(632) 8250-0254
9. Former name or former address, if changed since last report
Not Applicable
10. 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
- -
11. 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.

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

Proposed investment in Radius Telecoms, Inc. (“Radius”)
Background/Description of the Disclosure

On January 30, 2024, the Board of Directors of PLDT Inc. (the “Board” and “PLDT”, respectively) approved the proposed investment by PLDT in Radius by subscribing to 2,491,516 shares of common stock, representing 34.9% equity interest in Radius, subject to due diligence and execution of definitive agreements (the “Proposed Investment”).

The other details of the Proposed Investment are set out below.
Date of Approval by
Board of Directors		 Jan 30, 2024
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The Proposed Investment is a strategic move to fortify PLDT’s market position and increase its market share through a harmonious integration of solution capabilities and market coverage by capitalizing on Radius’ 100% fiber facilities that span 150 enterprise buildings, 200+ residential multi-dwelling units, and 200+ villages.
Details of the acquisition or disposition
Date TBA
Manner

Please refer to the “Background/Description of the Disclosure”.
Description of the company to be acquired or sold

Radius is a corporation duly organized under Philippine laws and with office address at 12th Floor, Tower 2, Rockwell Business Center, Ortigas Avenue, Pasig City. Radius holds a congressional telecommunications franchise to construct, install, establish, operate, and maintain for commercial purposes and in the public interest, the business of providing basic and enhanced telecommunications services in the Philippines, and between the Philippines and other countries and territories.

Radius is 100% owned by Paragon Vertical Corporation, which is a wholly-owned subsidiary of e-Meralco Ventures, Inc., a wholly-owned subsidiary of the Manila Electric Company (“MERALCO”).
The terms and conditions of the transaction
Number of shares to be acquired or disposed 2,491,516
Percentage to the total outstanding shares of the company subject of the transaction 34.9
Price per share Php849.28
Nature and amount of consideration given or received

The indicative purchase price of the Proposed Investment is Php2,116,000,000.00.
Principle followed in determining the amount of consideration

The indicative amount of the Proposed Investment is based on the business valuation of Radius using financial projections and future cash flows at 34.9% of its total issued and outstanding capital stock.
Terms of payment

The payment terms of the indicative amount of the Proposed Investment are subject to negotiation and execution of definitive agreements.
Conditions precedent to closing of the transaction, if any

The closing of the Proposed Investment shall be subject to the satisfaction 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 necessary internal corporate and regulatory approvals; and
(c) execution of definitive agreements.
Any other salient terms

Please refer to “Conditions precedent to closing of the transaction, if any.”
Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
N/A The Proposed Investment will be made by PLDT by subscribing to 2,491,516 shares of common stock of Radius. There are four directors of PLDT who also serve as directors of MERALCO: (a) Manuel V. Pangilinan; (b) Ray C. Espinosa; (c) James L. Go; and (d) Artemio V. Panganiban. The foregoing directors of PLDT did not take part in the approval of the Proposed Investment.
Effect(s) on the business, financial condition and operations of the Issuer, if any

By leveraging on the existing infrastructure and co-building in key areas, both PLDT and Radius stand to gain cost efficiencies. This potential partnership will strengthen the market presence of PLDT and Radius and unlock synergies in solution capabilities and network coverage to better serve and improve quality of service to PLDT and Radius customers across the country.
Other Relevant Information

None.
Filed on behalf by:
Name Kristine Mariz De Claro
Designation Associate Attorney