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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of September 2024
Commission File Number 1-03006
PLDT Inc.
(Exact Name of Registrant as Specified in Its Charter)
Ramon Cojuangco Building
Makati Avenue
Makati City
Philippines
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.)
Form 20-F Form 40-F
(Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes No
(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________ )
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some information in this report may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. We have based these forward-looking statements on our current beliefs, expectations and intentions as to facts, actions and events that will or may occur in the future. Such statements generally are identified by forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” “will” or other similar words.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We have chosen these assumptions or bases in good faith. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Item 3. Key Information – Risk Factors” in our annual report on Form 20-F for the fiscal year ended December 31, 2023. You should also keep in mind that any forward-looking statement made by us in this report or elsewhere speaks only as at the date on which we made it. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the statements in this report after the date hereof. In light of these risks and uncertainties, you should keep in mind that actual results may differ materially from any forward-looking statement made in this report or elsewhere.
EXHIBITS
Exhibit Number |
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Page |
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Copy of the disclosure letter that PLDT Inc. (the “Company”) filed on September 18, 2024 with the Philippine Stock Exchange and the Philippine Securities and Exchange Commission in connection with the update on the U.S. class action filed against the Company and certain of its current and former directors and officers. |
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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.
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PLDT Inc.
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By : /s/Mark David P. Martinez Name : Mark David P. Martinez Title : Assistant Corporate Secretary Date : September 18, 2024 |
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EXHIBITS
Exhibit Number |
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Page |
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Copy of the disclosure letter that PLDT Inc. (the “Company”) filed on September 18, 2024 with the Philippine Stock Exchange and the Philippine Securities and Exchange Commission in connection with the update on the U.S. class action filed against the Company and certain of its current and former directors and officers. |
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September 18, 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:
We provide an update on the securities class action filed in the U.S. District Court for Central District of California (the “Court”) against PLDT Inc. (“PLDT” or the “Company”) and certain of its current and former directors and officers.
On September 17, 2024, the Court granted final approval to PLDT’s case-ending settlement of securities class action litigation commenced in 2023 against PLDT and certain of its current and former directors and officers by certain investors in PLDT’s American Depositary Shares (the “U.S. Class Action”). The investors alleged that defendants made materially false and misleading statements regarding PLDT’s capital expenditures and internal controls (among other matters) at various times between 2019 and 2022. The Company entered into a Stipulation of Settlement on February 16, 2024 to resolve the U.S. Class Action in its entirety as against all defendants for a payment of US$3,000,000. The settlement contains no admission of liability, fault or wrongdoing by any defendant. The Judgment and Order of the Court entered on September 17, 2024 provides that the Court will retain jurisdiction over (among other matters) implementation of the settlement and the distribution and disposition of the settlement fund.
Very truly yours,
/s/Mark David P. Martinez
Mark David P. Martinez
Assistant Corporate Secretary
PLDT Inc.
COVER SHEET
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COMPANY INFORMATION
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Company’s Email Address |
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Company’s Telephone Number/s |
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Mobile Number |
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88168553 |
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No. of Stockholders |
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Annual Meeting |
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Fiscal Year |
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11,365 As of August 31, 2024 |
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Every 2nd Tuesday of June |
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December 31 |
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CONTACT PERSON INFORMATION
The designated contact person MUST be an Officer of the Corporation
Name of Contact Person |
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Email Address |
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Telephone Number/s |
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Mobile Number |
Marilyn A. Victorio-Aquino |
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mvaquino@pldt.com.ph |
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82500254 |
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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
Date of Report (Date of earliest event reported)
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) 8250-0254
Issuer's telephone number, including area code
9. Not Applicable
Former name or former address, if changed since last report
Title of Each Class |
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
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________________________________________________________________
11. Item 9 (Other Events)
We provide an update on the securities class action filed in the U.S. District Court for Central District of California (the “Court”) against PLDT Inc. (“PLDT” or the “Company”) and certain of its current and former directors and officers.
On September 17, 2024, the Court granted final approval to PLDT’s case-ending settlement of securities class action litigation commenced in 2023 against PLDT and certain of its current and former directors and officers by certain investors in PLDT’s American Depositary Shares (the “U.S. Class Action”). The investors alleged that defendants made materially false and misleading statements regarding PLDT’s capital expenditures and internal controls (among other matters) at various times between 2019 and 2022. The Company entered into a Stipulation of Settlement on February 16, 2024 to resolve the U.S. Class Action in its entirety as against all defendants for a payment of US$3,000,000. The settlement contains no admission of liability, fault or wrongdoing by any defendant. The Judgment and Order of the Court entered on September 17, 2024 provides that the Court will retain jurisdiction over (among other matters) implementation of the settlement and the distribution and disposition of the settlement fund.
PLDT Inc.
By:
/s/Mark David P. Martinez
Mark David P. Martinez
Assistant Corporate Secretary
September 18, 2024
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.
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PLDT Inc.
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By : /s/Mark David P. Martinez Name : Mark David P. Martinez Title : Assistant Corporate Secretary Date : September 18, 2024 |