C06459-2021

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)
Jul 28, 2021
2. SEC Identification Number
21817
3. BIR Tax Identification No.
000-530-631
4. Exact name of issuer as specified in its charter
PHILIPPINE TELEGRAPH & TELEPHONE CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
SCC Bldg., 106 C. Palanca, Legazpi Village Makati City Postal Code 1229
8. Issuer's telephone number, including area code
0287268888
9. Former name or former address, if changed since last report
N/A
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
Common Stock @ P1.00 par value 1,500,000,000
11. Indicate the item numbers reported herein
Item 9. Other

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 Telegraph and Telephone CorporationPTT

PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Amendments to the Amended Articles of Incorporation of the Philippine Telegraph and Telephone Corporation (PT&T)

Background/Description of the Disclosure

At the regular meeting held on 28 July 2021, the Board of Directors approved the Amendment of Article I and Article VII of the Amended Articles of Incorporation of PT&T. The stockholders approved the Amendments of Article I and Article VII during the 2021 Annual Stockholders' Meeting held on 24 September 2021.

Date of Approval by
Board of Directors
Jul 28, 2021
Date of Approval by Stockholders Sep 24, 2021
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency, if applicable TBA
Date of Approval by Securities and Exchange Commission TBA
Date of Receipt of SEC approval TBA
Amendment(s)
Article No. From To
I That the name of the corporation is Philippine Telegraph and Telephone Corporation (as amended on June 6,1970). That the name of the corporation is PT&T Corp. doing business under the name and style: PT&T.
VII That the authorized capital stock of the corporation is THREE BILLION EIGHT HUNDRED MILLION PESOS (P3,800,000,000.00), Philippine Currency, divided into ONE BILLION FIVE HUNDRED MILLION (1,500,000,000) shares of Common Stock with par value of One Peso (P1.00) per share whose issue shall be for Filipino citizens, natural or juridical, or corporations/entities whose ownership as determined by law is Filipino and whose issue shall not be subject to any other restriction except in such cases where the law may provide; TWO HUNDRED THIRTY MILLION (230,000,000) Series Cumulative Convertible Redeemable Preferred Stock with a par value of Ten Pesos (P10.00) per share; That the authorized capital stock of the corporation shall be increased to an amount to be determined by the Board of Directors but not exceeding ELEVEN BILLION EIGHT HUNDRED MILLION PESOS (PhP11,800,000,000.00) divided into: a) not exceeding Three Billion (3,000,000,000) Common Shares at One Peso (PhP1.00) per share, and b) not exceeding Eight Billion Eight Hundred Million (8,800,000,000) Serial Redeemable Preferred Shares at PhP1.00 per share and subject to specific features to be determined by the Board of Directors, consisting of Six Billion Seven Hundred Fifty Million (6,750,000,000) Series “A” Serial Redeemable Preferred Shares, One Billion Eight Hundred Million (1,800,000,000) Series “B” Serial Redeemable Preferred Shares, and Two Hundred Fifty Million (250,000,000) Series “C” Serial Redeemable Preferred Shares.
VII (continuation) that holders of share of stock, whether common or preferred, shall have no pre-emptive rights with respect to shares of any class or series of the corporation’s present capital stock or subsequent increases in capital. -
Rationale for the amendment(s)

The proposed amendment of the corporate name will aid PT&T in its branding and marketing activities.

The increase in PT&T’s authorized capital stock was approved in anticipation of the expansion and development of its business and its compliance with the debt-to-equity conversion mandated under the Rehabilitation Plan. The increase in the number of common shares shall allow PT&T to raise additional funding for its business operations while the additional preferred shares will be issued to creditors under the debt-to-equity conversion scheme which will be implemented after PT&T has secured the required Deeds of Assignment from its creditors.

The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC TBA
Expected date of SEC approval of the Amended Articles of Incorporation TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The amendments will not affect the business and operations of PT&T. The capital structure of PT&T will be affected once the shares resulting from the increase in authorized capital stock have been subscribed.

Other Relevant Information

The disclosure was amended to include the trade name of PT&T in the proposed amended corporate name. The use of the trade name was approved by the Board of Directors on 24 July 2020, and by the stockholders during the 2020 Annual Stockholders' Meeting held on 25 September 2020. The proposed trade name and foregoing approvals were previously disclosed to PSE in the report dated 30 September 2020:
https://edge.pse.com.ph/openDiscViewer.do?edge_no=b402e4d961a69e9d0de8473cebbd6407

The use of the trade name is currently pending approval with the Securities and Exchange Commission.

The second amendment of this disclosure specifies the date of approval by PT&T's stockholders of the Amendments of Article I and Article VII.

Filed on behalf by:
Name Kenneth Joey Maceren
Designation Corporate Secretary