The conditions for mandatory conversion under the terms of the Series III Preferred Stock have been satisfied, including that the average closing price of the Company’s American Depositary Shares (ADSs) for the thirty day period ending seven days before October 24 was above US$29.19.
The Series III Preferred Stock are deposited under PLDT’s Global Depositary Receipt Facility, established pursuant to the Preferred Stock Deposit Agreement dated November 29, 1994, as amended and are represented by Global Depositary Shares (GDSs) evidenced by Global Depositary Receipts (GDRs).
PLDT has set December 19, 2005 as the date on which all of the outstanding shares of Series III Preferred Stock will be mandatorily converted into Common Stock.
On that date, each share of Series III Preferred Stock will be converted into 1.7129 shares of Common Stock.
As a result of the mandatory conversion of the Series III Preferred Stock, PLDT will issue a total of approximately 7.9 million shares of Common Stock on the Mandatory Conversion Date.
In connection with the Mandatory Conversion, the Series III Preferred Stock holders are given the option, by 2:00 pm (New York City Time) on December 14, 2005, to elect to receive: (a) ADSs representing the shares of Common Stock, or (b) the shares of Common Stock, or (c) the net cash proceeds of the sale of shares of Common Stock over the Philippine Stock Exchange.
Series III Preferred Stock holders who do not make an election by December 14, 2005 will be deemed to have elected to receive ADSs.
Dividends are to be accrued on the outstanding shares of Series III Preferred Stock up to the Mandatory Conversion Date and will be paid in accordance with the terms of the Series III Preferred Stock and subject to the terms and conditions of the Preferred Stock Deposit Agreement.
PLDT also notified JPMorgan Chase Bank, N.A, that it is terminating the Preferred Stock Deposit Agreement effective as of January 23, 2006.
Notice of the Mandatory Conversion and the termination of the Preferred Stock Deposit Agreement will be mailed to the registered holders of the Series III Preferred Stock starting October 26, 2005.
PLDT has appointed Morrow & Co. to act as information agent in connection with the Mandatory Conversion.
