January 14, 2021
Philippine Stock Exchange Inc.
6/F Philippine Stock Exchange Tower 28th Street corner 5th Avenue Bonifacio Global City, Taguig City
Attention : Mr. Mark V. Visda
Head - Corporate Planning & Research
Gentlemen:
In compliance with the requirement of the Philippine Stock Exchange (the "Exchange") as set out in Memorandum No. 2008-0356 dated July 29, 2008, we submit herewith the computation of public ownership level of common shares of PLDT Inc. listed on the Exchange as of December 31, 2020, hereto attached as Annex A.
Thank you.
Very truly yours,
PLDT Inc.
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
PLDT Inc.
Computation of Public Ownership (Common Stock) as of December 31, 2020
Number of Issued Shares | 218,779,886 | |||||||
Less: Number of Treasury Shares1 | 2,724,111 | |||||||
Number of Outstanding Shares | 216,055,775 | |||||||
Less : | ||||||||
Number of Shares | % to Total | |||||||
Total direct and | Outstanding | |||||||
Name | ||||||||
Direct | Indirect | indirect shares | Shares | |||||
A. | Directors | |||||||
Manuel V. Pangilinan | 271,611 | 13,300 | 3 | 284,911 | 0.131869 | |||
Manuel L. Argel, Jr. | 1 | - | 1 | 0.000000 | ||||
Helen Y. Dee | 98 | 24,982 | 2 | 25,080 | 0.011608 | |||
Ray C. Espinosa | 13,043 | 18,700 | 3 | 31,743 | 0.014692 | |||
James L. Go | 135,914 | 740,240 | 3 | 876,154 | 0.405522 | |||
Shigeki Hayashi | 1 | - | 1 | 0.000000 | ||||
Junichi Igarashi | 1 | - | 1 | 0.000000 | ||||
Bernido H. Liu | 1 | - | 1 | 0.000000 | ||||
Artemio V. Panganiban | 1 | 5,370 | 3 | 5,371 | 0.002486 | |||
Albert F. Del Rosario | 106,780 | 35,630 | 3 | 142,410 | 0.065914 | |||
Ma. Lourdes C. Rausa-Chan | 39 | 9,761 | 3 | 9,800 | 0.004536 | |||
Pedro E. Roxas | 21 | 210 | 4 | 231 | 0.000107 | |||
Marife B. Zamora | 5 | - | 5 | 0.000002 | ||||
Sub-Total | 527,516 | 848,193 | 1,375,709 | 0.636738 | ||||
B. | Officers | |||||||
Alfredo S. Panlilio | 3,000 | 12,505 | 3 | 15,505 | 0.007176 | |||
Anabelle L. Chua | 11,258 | 13,120 | 3 | 24,378 | 0.011283 | |||
Victorico P. Vargas | - | 12,965 | 3 | 12,965 | 0.006001 | |||
Marilyn A. Victorio-Aquino | - | 10,300 | 3 | 10,300 | 0.004767 | |||
Gina Marina P. Ordoñez | - | 5,141 | 3 | 5,141 | 0.002379 | |||
Alejandro O. Caeg | - | 9,315 | 3 | 9,315 | 0.004311 | |||
Mary Rose L. Dela Paz | - | 3,260 | 3 | 3,260 | 0.001509 | |||
Juan Victor I. Hernandez | - | 4,733 | 3 | 4,733 | 0.002191 | |||
Menardo G. Jimenez, Jr. | 22 | 8,022 | 3 | 8,044 | 0.003723 | |||
June Cheryl A. Cabal-Revilla5 | - | 8,390 | 3 | 8,390 | 0.003883 | |||
Katrina Luna-Abelarde | - | 3,881 | 3 | 3,881 | 0.001796 | |||
Marco Alejandro T. Borlongan | - | 3,053 | 3 | 3,053 | 0.001413 | |||
Mary Julie C. Carceller | - | - | - | - | ||||
Bernard H. Castro | - | - | - | - | ||||
Marisa V. Conde | - | 2,325 | 3 | 2,325 | 0.001076 | |||
Joan A. De Venecia-Fabul6 | - | 244 | 3 | 244 | 0.000113 | |||
Gil Samson D. Garcia | - | 33 | 3 | 33 | 0.000015 | |||
Joseph Ian G. Gendrano | - | 1,712 | 3 | 1,712 | 0.000792 | |||
Ma. Criselda B. Guhit | - | 2,694 | 3 | 2,694 | 0.001247 | |||
Leah Camilla R. Besa-Jimenez | - | 3,480 | 3 | 3,480 | 0.001611 | |||
Princesita P. Katigbak | - | 1,475 | 3 | 1,475 | 0.000683 | |||
Albert Mitchell L. Locsin | - | 2,478 | 3 | 2,478 | 0.001147 | |||
Florentino D. Mabasa, Jr. | - | 3,661 | 3 | 3,661 | 0.001694 | |||
Leo I. Posadas | 10 | 3,055 | 3 | 3,065 | 0.001419 | |||
Dale M. Ramos | - | 2,660 | 3 | 2,660 | 0.001231 | |||
Page 1 of 4
Angel T. Redoble | - | 1,105 | 3 |
Aileen D. Regio | - | 2,052 | 3 |
Luis S. Reñon | - | 55 | 3 |
Bernadette C. Salinas 6 | - | 669 | 3 |
Emiliano R. Tanchico, Jr. 7 | - | 4,539 | 3 |
Victor Y. Tria | - | 2,167 | 3 |
Jude Michael H. Turcuato 8 | - | - | |
Melissa V. Vergel de Dios | - | 3,435 | 3 |
Catherine Y. Yang | - | 1,900 | 3 |
John Henri C. Yanez 6 | - | 968 | 3 |
Ma. Cecilia H. Abad | - | 633 | 3 |
Minerva M. Agas | - | 1,625 | 3 |
Benedict Patrick V. Alcoseba | - | 1,454 | 3 |
Cecille M. Alzona 9 | - | 266 | 3 |
Elizabeth S. Andojar | - | 1,090 | 3 |
Roy Victor E. Ańonuevo | - | 551 | 3 |
Tito Rodolfo B. Aquino, Jr. | - | 890 | 3 |
Mitchie M. Arcaina | - | 250 | 3 |
Jerameel A. Azurin | - | 1,304 | 3 |
Francis A. Bautista 10 | - | 767 | 3 |
Rafael M. Bejar, M.D. | - | 1,275 | 3 |
Dianne M. Blanco 11 | - | 20 | 3 |
Wilson S. Bobier | - | 612 | 3 |
Luis Gregorio D. Casas | - | 211 | 3 |
Joseph Michael Vincent G. Co 12 | - | - | |
Ma. Monica M. Consing | - | 298 | 3 |
Branden B. Dean | - | - | |
Gene S. De Guzman | - | 1,132 | 3 |
Aniceto M. Franco III | - | 756 | 3 |
John John R. Gonzales | - | 1,128 | 3 |
Leonard A. Gonzales 13 | - | - | |
Silverio S. Ibay, Jr. | - | 1,295 | 3 |
Gary F. Ignacio | - | 1,108 | 3 |
Marven S. Jardiel | - | 1,444 | 3 |
Alexander S. Kibanoff | - | 1,444 | 3 |
Javier C. Lagdameo | - | 1,775 | 3 |
Armando Dodjie T. Lim 10 | - | 532 | 3 |
Czar Christopher S. Lopez | - | 1,970 | 3 |
Paolo Jose C. Lopez | - | 1,500 | 3 |
Ma. Carmela F. Luque | - | 1,635 | 3 |
Melanie A. Manuel 7 | - | 670 | 3 |
Ronaldo David R. Mendoza 7 | - | 670 | 3 |
Loreevie Gail O. Mercado 14 | - | - | |
Oliver Carlos G. Odulio | - | 1,484 | 3 |
Jonston Prince W. Ong | - | - | |
Carlo S. Ople | - | 1,338 | 3 |
Charles Louise L. Orcena | - | 325 | 3 |
Serviliano L. Padiz, Jr. 10 | - | 499 | 3 |
Raymond A. Racho | 106 | 470 | 3 |
Eduardo H. Rafuson 7 | - | 890 | 3 |
Ricardo C. Rodriguez 7 | 5,712 | - | |
Genaro C. Sanchez | 4,460 | 1,263 | 3 |
Maria Christina C. Semira | - | 969 | 3 |
Ma. Merceditas T. Siapuatco | - | 1,295 | 3 |
Arvin L. Siena | - | 1,488 | 3 |
Carla Elena A. Tabuena | - | 1,362 | 3 |
1,105 0.000511
2,052 0.000950
- 0.000025
- 0.000310
4,539 | 0.002101 |
2,167 | 0.001003 |
- | - |
3,435 | 0.001590 |
1,900 | 0.000879 |
- 0.000448
- 0.000293
1,625 0.000752
1,454 0.000673
-
0.000123
1,090 0.000505
- 0.000255
- 0.000412
-
0.000116
1,304 0.000604
- 0.000355
1,275 0.000590
- 0.000009
- 0.000283
211 | 0.000098 |
- | - |
298 | 0.000138 |
- | - |
1,132 | 0.000524 |
756 | 0.000350 |
1,128 | 0.000522 |
- | - |
1,295 | 0.000599 |
1,108 | 0.000513 |
1,444 | 0.000668 |
1,444 | 0.000668 |
1,775 | 0.000822 |
- 0.000246
1,970 0.000912
1,500 0.000694
1,635 0.000757
- 0.000310
670 | 0.000310 |
- | - |
1,484 | 0.000687 |
- | - |
1,338 | 0.000619 |
- 0.000150
- 0.000231
- 0.000267
- 0.000412
5,712 0.002644
5,723 0.002649
969 0.000449
1,295 0.000599
1,488 0.000689
1,362 0.000630
Page 2 of 4
Ma. Magdalene A. Tan 10 | - | - | - | - | ||
Patrick S. Tang | - | 1,908 | 3 | 1,908 | 0.000883 | |
Jecyn Aimee C. Teng | - | 652 | 3 | 652 | 0.000302 | |
Milan M. Topacio | - | 457 | 3 | 457 | 0.000212 | |
Radames Vittorio B. Zalameda | - | 932 | 3 | 932 | 0.000431 | |
Sub-Total | 24,568 | 179,029 | 203,597 | 0.094234 | ||
C. | Principal/Substantial Stockholders | |||||
Philippine Telecommunications | 26,034,263 | - | 26,034,263 | 12.049788 | ||
Investment Corp. | ||||||
Metro Pacific Resources, Inc. | 21,556,676 | - | 21,556,676 | 9.977366 | ||
Non-Philippine Subsidiary of | - | 7,653,703 | 3 | 7,653,703 | 3.542466 | |
First Pacific Company Limited | ||||||
NTT Communications Corp. | 12,633,487 | - | 12,633,487 | 5.847327 | ||
NTT DOCOMO, INC. | 22,796,902 | 8,533,253 | 15 | 31,330,155 | 14.500957 | |
JG Summit Group | 24,342,455 | - | 24,342,455 | 11.266746 | ||
Sub-Total | 107,363,783 | 16,186,956 | 123,550,739 | 57.184650 | ||
D. | Affiliates | - | - | - | ||
E. | Government 16 | - | - | - | ||
F. | Banks 16 | - | - | - | ||
G. | Employees 17 | - | - | - | ||
H. | Lock-Up Shares | - | - | - | ||
I. | Others | - | - | - |
Total number of Non-Public Shares
Total Number of Shares Owned by the Public 18
Legend :
125,130,045
90,925,730
- All of the 2,724,111 common shares acquired by the Company for the period March 17, 2008 to December 31, 2020, pursuant to its Share Buyback Program, have already been reflected in the above data.
- As chairperson and president of Hydee Management and Resource Corporation, Ms. Dee may exercise the voting right in respect of 21,957 shares of Hydee Management and Resource Corporation. Also includes 2,780 shares thru RCBC Trust for the account of Michelle Y. Dee-Santos and 245 shares under the name of Helen Y. Dee both thru PCD Nominee Corporation.
- Thru PCD Nominee Corporation.
- Buyer is a Trust controlled by Mr. Pedro Roxas for his children thru PCD Nominee Corporation.
- Retirement effective on the close of business hour on December 31, 2020.
- Promoted to First Vice President effective November 5, 2020.
- Separated from service effective January 1, 2021.
- Appointment as First Vice President effective July 16, 2020, was confirmed by the Board in its meeting held on November 5, 2020.
-
Appointment as Vice President effective November 1, 2020, was confirmed by the Board in its meeting held on November 5, 2020.
10 Promoted to Vice President effective November 5, 2020.
11 Appointment as Vice President effective January 16, 2020, was confirmed by the Board in its meeting held on November 5, 2020. 12 Appointment as Vice President effective August 1, 2020, was confirmed by the Board in its meeting held on November 5, 2020.
13 Appointment as Vice President effective September 1, 2020, was confirmed by the Board in its meeting held on November 5, 2020. 14 Appointment as Vice President effective October 16, 2020, was confirmed by the Board in its meeting held on November 5, 2020. 15 Thru JP Morgan Hongkong Nominees Limited.
16 Shares issued/registered to government corporations and banks cannot be provided by our transfer agent due to system limitation in the database. Some names are in acronym and are not readily identifiable if a bank or a government corporation.
Page 3 of 4
- Shares issued on account of the Company's Stock Plan (ESOP and PLDT Stock Purchase Plan) cannot readily be provided by our transfer agent due to system limitation. We believe that the outstanding shares issued under the Company's Stock Plan will not exceed 5% of PLDT's total outstanding common stock as of December 31, 2020.
-
Includes 6,268,366 shares registered in the name of JP Morgan Hongkong Nominees Limited, as nominee of JPMorgan Chase Bank, successor depositary under the Common Stock Deposit Agreement, dated October 14, 1994, as amended on February 10, 2003, between JPMorgan Chase Bank and the holders of American Depositary Receipts, or ADRs, evidencing American Depositary Shares, or ADS, representing shares of common stock of the Company. For the purpose of this report, 8,533,253 shares of common stock underlying ADS owned by NTT DOCOMO, INC. have been deducted from JP Morgan Hongkong Nominees Limited's shareholdings and are included in the shareholdings of principal stockholders. Per JP Morgan Hongkong Nominees Limited, none of the holders of ADSs owns more than 10% of PLDT outstanding common stock as of December 31, 2020.
Includes 72,830,584 shares registered in the name of PCD Nominee Corporation. For the purpose of this report, 7,653,703 shares beneficially owned by a Non-Philippine subsidiary of First Pacific Company Limited and 1,005,265 shares beneficially owned by PLDT directors and officers, have been deducted from PCD Nominee Corporation and are included in the shareholdings of the principal stockholders and PLDT directors and officers, respectively. Based on the information provided by PDTC to PLDT, none of the owners of the PLDT common shares registered under the name of PCD Nominee Corporation (PCD) owns more than 10% of PLDT's outstanding common stock as of December 31, 2020.
Note:
Social Security System (SSS) - SSS holds 11,157,534 PLDT common shares, equivalent to 5% of the total outstanding common stock or 3% of the total outstanding voting stock of the Company. SSS has consistently maintained its 5% shareholdings (over the total outstanding common stock) and 3% shareholdings (over the total outstanding voting stock) for the last 5 years.
The aforementioned shares of SSS were not counted as Non-Public Shares because the Company believes that the percentage of SSS' shareholdings in PLDT is not substantial enough for SSS to gain significant influence over the management of the Company. (Reference: PSE Guidelines In Determining the Public Ownership of Listed Companies)
Page 4 of 4
ANNEX A | ||||
PUBLIC OWNERSHIP PERCENTAGE | ||||
Total Number of Shares Owned by the Public | ||||
90,925,730 | shares | 42.08% | ||
216,055,775 | shares | |||
Number of Outstanding Common & Preferred Shares | = | 666,055,775 | ||
Number of Outstanding Common Shares | = | 216,055,775 | ||
Number of Treasury Shares | = | 2,724,111 | * | |
Number of Listed Common Shares | = | 222,666,391 | ||
Number of Foreign-Owned Common Shares | = | 91,230,099 | ||
Foreign Ownership Level (%) | = | 13.70% | ** | |
Foreign Ownership Limit (%) | = | 40% | *** |
Note: Please observe the same cut-off date.
* Please refer to footnote 1 in page 3
- The above percentage of Foreign Ownership level was computed based on the total outstanding common shares reported to be owned by foreigners over the total issued and outstanding common and preferred shares. A total of 91,230,099 common shares were reported to be owned by foreigners as of December 31, 2020, or equivalent to 13.70% of the 666,055,775 total outstanding common & preferred shares of the Company.
*** Foreign Ownership Limit
Article XII, Section 11 of the Constitution of the Republic of the Philippines (the "Constitution") provides in part:
"Sec. 11. No franchise, certificate, or any other form of authorization for the operation of a public utility shall be granted except to citizens of the Philippines or to corporations or associations organized under the laws of the Philippines, at least sixty per centum of whose capital is owned by such citizens xxx."
In the case of Wilson P. Gamboa vs. Finance Secretary Margarito B. Teves, et al (G.R. No. 176579) (the "Gamboa Case"), the Supreme Court of the Republic of the Philippines (the "Supreme Court") rendered a decision on June 28, 2011 (the "June 28, 2011 Decision"), the dispositive portion of which is quoted in part as follows:
"WHEREFORE, we PARTLY GRANT the petition and rule that the term "capital" in Section 11, Article XII of the 1987 Constitution refers only to shares of stock entitled to vote in the election of directors, and thus in the present case only to common shares, and not to the total outstanding capital stock (common and non-voting preferred shares) xxx."
Motions for Reconsideration of the June 28, 2011 Decision were filed by several respondents in the Gamboa Case, which were denied with finality by the Supreme Court in a Resolution promulgated on October 9, 2012.
Subsequently, the Securities and Exchange Commission (SEC) issued SEC Memorandum Circular No. 8, Series of 2013 dated May 20, 2013 ("SEC MC No. 8") which sets forth the guidelines on compliance with the ownership requirements in the Constitution and/or existing laws by corporations engaged in nationalized or partly nationalized activities. SEC MC No. 8 provides in pertinent part, as follows:
"Section 1. This Circular shall apply to all corporations ("covered corporations") engaged in identified areas of activities or enterprises specifically reserved, wholly or partly, to Philippine Nationals by the Constitution, the FIA and other existing laws, amendments thereto and IRRs of said laws, except as may otherwise be provided therein.
Section 2. All covered corporations shall, at all times, observe the constitutional or statutory ownership requirement. For purposes of determining compliance therewith, the required percentage of Filipino ownership shall be applied to BOTH (a) the total number of outstanding shares of stock entitled to vote in the election of directors; AND (b) the total number of outstanding shares of stock, whether or not entitled to vote in the election of directors. x x x"
On June 10, 2013, Jose M. Roy III filed before the Supreme Court a Petition for Certiorari against the SEC, the SEC Chairman and PLDT claiming among others that SEC MC No. 8 violates the decision of the Supreme Court in the Gamboa Case. In a Decision dated November 22, 2016 (the "November 22, 2016 Decision"), the Supreme Court dismissed the petitions filed by Jose M. Roy III and other petitioners-in-intervention. The November 22, 2016 Decision upheld the validity of SEC MC No. 8 which requires public utility corporations to maintain at least 60% Filipino ownership in both its "total number of outstanding shares of stock entitled to vote in the election of directors" and its "total number of outstand ing shares of stock, whether or not entitled to vote in the election of directors" and declared the same to be compliant with the Supreme Court's ruling in the Gamboa Case. Petitioner Jose M. Roy III filed a Motion for Reconsideration of the November 22, 2016 Decision, which was denied with finality by the Supreme Court on April 18, 2017.
Applying SEC MC NO. 8 to PLDT, the bases for calculation of the 40% foreign ownership restriction are: (a) PLDT's outstanding shares of voting stocks (common and voting preferred) which are all entitled to vote in the election of directors. For this purpose, the foreign ownership level of PLDT was 24.92% of the 366,055,775 total outstanding shares of voting common and preferred stocks as of December 31, 2020; and (b) PLDT's outstanding shares of stock whether or not entitled to vote in the election of directors. For this purpose, the foreign ownership level of PLDT was 13.70% of the 666,055,775 total outstanding common and preferred stocks as of December 31, 2020.
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PLDT Inc. published this content on 18 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 January 2021 08:11:00 UTC