C07933-2023

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)
Nov 8, 2023
2. SEC Identification Number
21817
3. BIR Tax Identification No.
000-530-631
4. Exact name of issuer as specified in its charter
PT&T Corp.
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
Philippine Telegraph & Telephone Corporation
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.

On 03 November 2023, PT&T received a copy of the Certificate of Filing of Amended Articles of Incorporation issued by the Securities and Exchange Commission (SEC) approving the following amendments to PT&T’s Articles of Incorporation:

1. Change in corporate name from Philippine Telegraph and Telephone Corporation to PT&T Corp. Doing Business Under the Name and Style PT&T; and
2. Increase in authorized capital stock
2.1. From P3,800,000,000.00 consisting of:
a. 1,500,000,000 Common Stocks with a par value of P1.00 per stock, and
b. 230,000,000 Serial Cumulative Convertible Redeemable Preferred Stocks with a par value of P10.00 per stock,
2.2. To P12,600,000,000.00 consisting of:
a. 1,500,000,000 Common Stocks with a par value of P1.00 per stock,
b. 230,000,000 Serial Cumulative Convertible Redeemable Preferred Stocks with a par value of P10.00 per stock,
c. 6,750,000,000 Series “A” Serial Redeemable Preferred Stocks with a par value of P1.00 per stock,
d. 1,800,000,000 Series “B” Serial Redeemable Preferred Stocks with a par value of P1.00 per stock, and
e. 250,000,000 Series “C” Serial Redeemable Preferred Stocks with a par value of P1.00 per stock.
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 N/A
Date of Approval by Securities and Exchange Commission Nov 3, 2023
Date of Receipt of SEC approval Nov 3, 2023
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 is TWELVE BILLION SIX HUNDRED MILLION PESOS (P12,600,000,000.00), 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; SIX BILLION SEVEN HUNDRED FIFTY MILLION (6,750,000,000) Series “A” Serial Redeemable Preferred Shares with a par value of One Peso (P 1.00) per share, ONE BILLION EIGHT HUNDRED MILLION (1,800,000,000) Series “B” Serial Redeemable Preferred Stocks with a par value of One Peso (P 1.00) per share; and TWO HUNDRED FIFTY MILLION (250,000,000) Series “C” Serial Redeemable Preferred Stocks with a par value of One Peso (P 1.00) per share; 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.
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. The Series “A”, “B”, and “C” Serial Redeemable Preferred Stocks shall have no voting rights. The rest of the rights and features of the Series “A”, “B”, and “C” Serial Redeemable Preferred Stocks may be stipulated and determined at the discretion of the Board of Directors in accordance with all applicable laws, rules and regulations.
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 May 31, 2022
Expected date of SEC approval of the Amended Articles of Incorporation Nov 3, 2023
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

Based on the previous disclosure, 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 (P11,800,000,000.00) broken down as follows:
a. Common Shares – P 3,000,000,000.00
b. Series A Serial Redeemable Preferred Shares – P 6,750,000,000.00
c, Series B Serial Redeemable Preferred Shares – P 1,800,000,000.00
d. Series C Serial Redeemable Preferred Shares – P 250,000,000.00.

The SEC approved the application to increase the authorized capital by an additional P 8,800,000,000.00 broken down as follows:
a. Series A Serial Redeemable Preferred Shares – P 6,750,000,000.00
b. Series B Serial Redeemable Preferred Shares – P 1,800,000,000.00
c. Series C Serial Redeemable Preferred Shares – P 250,000,000.00.

Please see attached SEC Approval of the Amended Articles of Incorporation and the Certificate of Approval of Increase of Capital Stock.
Filed on behalf by:
Name Kenneth Joey Maceren
Designation Corporate Secretary