PLDT Inc

Php1.0 billion Green Loan Facility from HSBC Philippines

On March 6, 2024, PLDT secured a 5-year Php1.0 billion Green Loan Facility from HSBC Philippines to partially fund the Company’s ongoing nationwide modernization and expansion of its fiber network. The upgrade of the network to fiber and the resultant energy efficient operations support the PLDT Group's decarbonization roadmap and sustainability agenda.

Formation of a Digital Entity

On February 5, 2024, PLDT invested Php5,000 for 5,000 shares in Limitless Growth Ventures Inc., or Limitless, to serve as a digital entity that will harness the data assets of the MVP Group of Companies (MVP Group) and provide a platform for a Group-wide digitalization effort. This collaboration represents the first step in a collective effort to drive new opportunities for growth and value within the MVP Group.

Limitless will use a tech platform that can enable the MVP Group to scale up and achieve seamless integration of services and capabilities. Further, payments and rewards systems are expected to be catalysts to empower the overall user experience.

On March 1, 2024, PLDT further invested Php210 million in six million common shares or 60% equity interest in Limitless and a deposit for future stock subscription pending the Philippine SEC’s approval of Limitless’ proposed capital increase. On the same day, other companies within the MVP Group invested Php140 million in Limitless for the subscription of four million common shares and a deposit for future stock subscription.

Sale of Interest in Multisys

On January 5, 2024, PGIH entered into a Share Purchase Agreement for the sale of 227 common shares of Multisys, representing a 4.99% interest, for a total consideration of Php270 million. The sale transaction was completed on January 12, 2024. In accordance with the Third Restated Shareholders’ Agreement that the parties signed on January 30, 2024, PGIH remains entitled to nominate three out of the five directors in Multisys who shall manage and control the operations of Multisys. Thus, the results of operations and financial position of Multisys will continue to be consolidated into the PLDT Group.

Proposed Investment in Radius Telecom, Inc. (Radius)

On January 30, 2024, the Board of Directors of PLDT approved the proposed investment of PLDT in Radius by subscribing to 2,491,516 shares of common stock, representing a 34.9% equity interest for a total consideration of approximately Php2,116 million. This 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. The closing of this transaction is subject to the satisfaction of closing conditions including completion of due diligence review and execution of definitive agreements.

Proposed Acquisition of Sky Cable Corporation (Sky)

On March 16, 2023, PLDT entered into a Sale and Purchase Agreement with Sky Vision Corporation, ABS-CBN Corporation and Lopez, Inc. for the proposed acquisition by PLDT of the broadband business and related assets of Sky through the purchase of 100% of Sky’s total issued and outstanding capital stock. The aforesaid agreement was amended by the parties on January 12, 2024. The closing of the proposed transaction was subject to compliance with certain conditions precedent which included, among others, the termination or cessation of operations by Sky of its PayTV and cable business, obtaining all applicable government approvals and clearances, and obtaining all required consents and corporate actions.

On March 28, 2023, PLDT filed a Notification with the PCC regarding the purchase of Sky’s broadband business. On February 22, 2024, the parties mutually decided not to proceed with the proposed acquisition. Thereafter, PLDT submitted to the PCC a Letter-Notice informing the PCC of the parties’ decision not to proceed with the proposed transaction.

Investment in Class C2 Convertible Preference Shares in MIH

On December 13, 2023, PCEV, along with other existing shareholders Vision Investment Holdings Pte. Ltd., a holding company of Kohlberg Krans Roberts & Co., Inc. (KKR), Cerulean Investment Limited, a holding company of Tencent Holdings Limited (Tencent), Sai Global Singapore Fund I, LLC (SIG), Mercury Group of Companies, Inc (Mercury), First Pacific Ventures Limited (First Pacific Ventures) and Jumel Holdings Inc. (Jumel), entered into a new subscription agreement with MIH to subscribe to US$80 million Class C2 convertible preferred shares of MIH. On the first closing, PCEV paid a consideration of US$28 million or Php1,563 million for 12.3 million MIH class C2 convertible preferred shares, thereby increasing PCEV’s ownership in MIH from 36.63% as at December 31, 2022 to 36.97% as at December 31, 2023.

Investment of PCEV in Maya Bank

Between February 17, 2023 and December 21, 2023, PCEV entered into four new subscription agreements with Voyager Finserve Corporation (VFC) and Paymaya Finserve Corporation (PFC) (collectively known as Bank Holdcos) to subscribe to a total of 19.6 million Common B shares each at a subscription price of Php0.10 per share, representing 60% voting rights and 1.48% economic interest in the Bank HoldCos.

On February 15, 2024, PCEV entered into additional subscription agreements with VFC and PFC to subscribe to 5.3 million Common B Shares each at a subscription price of Php0.10 per share, representing 60% voting rights and 1.48% economic interest in the Bank Holdcos.

In 2022 and 2023, Smart and DMPI signed sale and purchase agreements with tower companies (the TowerCos) in connection with the sale of telecom towers and related passive telecommunications infrastructure. Concurrent with the execution of the sale and purchase agreements, Smart has also entered into Master Service Agreements (MSA) with the TowerCos where Smart has agreed to leaseback the towers sold in the transaction for a period of 10 years. In addition to space, the TowerCos will also be responsible for providing operations and maintenance services as well as power to the sites. The sale and leaseback will be complemented by a new tower build commitment over the next few years. The agreements are closed on a staggered basis depending on the satisfaction of closing conditions.

The proceeds of the sales will be used to prepay debt or avoid new debt, fund working capital and capital expenditures, including payment of special dividends for the first tranche of towers sold.

Through this landmark deal, Smart and DMPI pioneered tower sharing in the Philippines and in support of the Philippine Department of Information and Communications Technology’s goal of improving tower density. In addition, this arrangement will further solidify Smart’s superior network quality, enhance customer experience and give rise to significant operating and cost efficiencies.

See Note 9 – Property and Equipment and Note 10 – Leasesto the accompanying audited consolidated financial statements in Item 18. “Financial Statements” for updates on the above discussion.

Other Matters

For updates on matters relating to the (1) Class Action Suit against PLDT; (2) DOLE Compliance Order Issued Against PLDT; (3) Notice of Material Breach and Demand for Payment on DITO; and (4) Attys. Baquiran and Tecson vs. NTC, et al., see Item 8. Financial Information– Legal Proceedings and Note 26 – Provisions and Contingenciesto the accompanying audited consolidated financial statements in Item 18. “Financial Statements”; and (5) Petition against the PCC, see Item 8. Financial Information– Legal Proceedings and Note 11 – Investment in Associates and Joint Ventures, to the accompanying audited consolidated financial statements in Item 18. “Financial Statements”.

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