Schedule 13D/Amendment No. 8

0000950123-11-065542.txt : 20110714 0000950123-11-065542.hdr.sgml : 20110714 20110714060043 ACCESSION NUMBER: 0000950123-11-065542 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110714 DATE AS OF CHANGE: 20110714 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHILIPPINE LONG DISTANCE TELEPHONE CO CENTRAL INDEX KEY: 0000078150 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43643 FILM NUMBER: 11966887 BUSINESS ADDRESS: STREET 1: RAMON CONJUANGCO BLDG STREET 2: MAKATI AVE CITY: MAKATI METRO MANILA STATE: R6 ZIP: 0721 BUSINESS PHONE: 0116328143552 MAIL ADDRESS: STREET 1: RAMON CONJUANGCO BLDG STREET 2: MAKATI AVE CITY: MAKATI METRO MANILA STATE: R6 ZIP: 0721 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NTT DOCOMO INC CENTRAL INDEX KEY: 0001166141 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SANNO PARK TOWER STREET 2: 11-1 NAGATA-CHO 2-CHOME, CHIYODA-KU CITY: TOKYO M0 100-6150 STATE: M0 ZIP: 100-6150 BUSINESS PHONE: 81351561338 MAIL ADDRESS: STREET 1: SANNO PARK TOWER STREET 2: 11-1 NAGATA-CHO 2-CHOME, CHIYODA-KU CITY: TOKYO M0 100-6150 STATE: M0 ZIP: 100-6150 SC 13D/A 1 c19923sc13dza.htm SCHEDULE 13D/AMENDMENT NO. 8 Schedule 13D/Amendment No. 8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

Philippine Long Distance Telephone Company

(Name of Issuer)

Common Capital Stock, 5 Philippine Pesos par value

(Title of Class of Securities)

718252109

(CUSIP Number)

Hajime Kii
Managing Director-Global Business Division
NTT DOCOMO, INC.
Sanno Park Tower
11-1, Nagata-cho 2-chome
Chiyoda-ku, Tokyo 100-6150
Japan

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

July 14, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		718252109


1	NAMES OF REPORTING PERSONS NTT DOCOMO, INC.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	N/A

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	JAPAN

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			39,401,561

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			39,401,561

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	39,401,561

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	21.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

This Amendment No. 8 (this “Amendment No. 8”) amends the Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on February 10, 2006, as amended by Amendment No. 1 thereto filed with the SEC on April 18, 2007, Amendment No. 2 thereto filed with the SEC on June 28, 2007, Amendment No. 3 thereto filed with the SEC on August 1, 2007, Amendment No. 4 thereto filed with the SEC on August 27, 2007, Amendment No. 5 thereto filed with the SEC on November 2, 2007, Amendment No. 6 thereto filed with the SEC on December 26, 2007 and Amendment No. 7 thereto filed with the SEC on January 30, 2008, relating to the common capital stock, par value five Philippine Pesos (“Php”) per share (the “Common Shares”), of Philippine Long Distance Telephone Company, a corporation organized under the laws of the Philippines (the “Company” or “PLDT”). Unless specifically amended hereby, the disclosures set forth in the Schedule 13D (as amended) remain unchanged.

All capitalized terms used, but not defined, in this Amendment No. 8 are defined in the Schedule 13D (as amended). The summary descriptions (if any) contained herein of certain agreements and documents are qualified in their entirety by reference to the complete text of such agreements and documents filed as Exhibits hereto or incorporated herein by reference.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following paragraph:

On March 29, 2011, PLDT announced its plans to acquire Digital Telecommunications Philippines, Inc. (“Digitel”) by means of a share exchange through an issuance of new shares of Common Stock (the “New PLDT Common Stock”) in exchange for the shares of Digitel held by Digitel’s parent company, JG Summit Holdings, Inc. (“JG Summit”). Subsequently, as described in more details in Item 6, on May 13, 2011, DoCoMo entered into an option agreement with JG Summit (the “JG Summit Option Agreement”), which, among other things, provides DoCoMo with the option to acquire, and JG Summit with the option to sell, approximately 2%, or 4,562,081 shares of the total issued and outstanding Common Stock of PLDT from the New PLDT Common Stock to be held by JG Summit (the “Option Shares”). The option to acquire or sell the Option Shares would be exercisable during a 30 days period from the date of listing of the Option Shares with the Philippine Stock Exchange. DoCoMo’s purpose in entering into the JG Summit Option Agreement is for DoCoMo and NTTC to maintain their cumulative stake in PLDT at approximately 20%, even after the issuance of the New PLDT Common Stock.

Item 5. Interest in Securities of the Issuer

Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby amended and restated as follows:

(a) By virtue of NTT’s ownership of all of the outstanding capital stock of NTTC and a majority of the common stock of DoCoMo and the terms of the Stock Sale and Purchase Agreement (applicable to the DoCoMo PLDT Shares) and the Co-Operation Agreement (applicable to the DoCoMo PLDT Shares, the Additional DoCoMo PLDT Shares and the Second Additional DoCoMo PLDT Shares), NTT, NTTC and DoCoMo constitute a “group” within the meaning of section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) and therefore, not including the number of shares which DoCoMo may obtain through the JG Summit Option Agreement described in Item 6, DoCoMo may be deemed to have beneficial ownership of 39,401,561 Common Shares, in aggregate, beneficially held by NTTC and DoCoMo, of which DoCoMo directly owns 26,768,074 Common Shares. Given the terms of the Shareholders Agreement and the Co-Operation Agreement (as described in the Schedule 13D), NTTC and DoCoMo and the other

parties to the Strategic Agreement, the Shareholders Agreement and the Co-Operation Agreement might be deemed to constitute a “group”. However, DoCoMo disclaims that it has agreed to act as a group with any parties to the Strategic Agreement, the Shareholders Agreement or the Co-Operation Agreement other than NTTC (other than to the extent provided in the Shareholders Agreement and the Co-Operation Agreement) and DoCoMo disclaims beneficial ownership of the Common Shares other than the amounts of shares reported herein.

(b) As the registered owner, DoCoMo has the shared power to vote or dispose or to direct the vote or disposition of the 39,401,561 Common Shares beneficially owned by NTTC and DoCoMo, of which DoCoMo directly owns 26,768,074 Common Shares, not including the number of shares which DoCoMo may obtain through the JG Summit Option Agreement described in Item 6. By virtue of its ownership of a majority of the issued and outstanding capital stock of DoCoMo, NTT has the power to direct the voting or disposition of the Common Shares beneficially owned by DoCoMo.

Paragraph (c) of Item 5 of the Schedule 13D is hereby amended by adding the following paragraph:

(c) As of the filing date of this Amendment No. 8, not including the number of shares which DoCoMo may obtain through the JG Summit Option Agreement described in Item 6, neither DoCoMo, nor to its knowledge, any of its directors or executive officers has effected any transaction in the Common Shares during the past sixty days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended by adding the following paragraph:

On May 13, 2011, DoCoMo entered into the JG Summit Option Agreement, which provides DoCoMo with the option to acquire, and JG Summit with the option to sell, approximately 2%, or 4,562,081 shares, of the total issued and outstanding Common Stock of PLDT from the New PLDT Common Stock to be held by JG Summit within 30 days from the day of listing of the Option Shares with the Philippine Stock Exchange. The JG Summit Option Agreement is conditional on the completion of PLDT’s acquisition of Digitel, including the issuance of the New PLDT Common Stock. The transactional value is expected to be approximately USD 263 million, excluding taxes and relevant expenses. A copy of the JG Summit Option Agreement is filed hereto as Exhibit 9.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by adding the following exhibit:


Exhibit No.		Exhibit Name

	9	Option Agreement dated May 13, 2011, between DoCoMo and JG Summit.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 14, 2011


NTT DOCOMO, INC.
By:	/s/ Hajime Kii
	Name:	Hajime Kii
	Title:	Managing Director, Global Business Division

EX-99.9 2 c19923exv99w9.htm EXHIBIT 9 Exhibit 9

Exhibit 9

OPTION AGREEMENT

This OPTION AGREEMENT (the “Agreement”), dated as of this 13^th day of May 2011 by and between:

(1)

JG SUMMIT HOLDINGS, INC., a corporation duly organized and existing under and by virtue of the laws of the Philippines, with principal offices at the 42/F Robinsons Equitable Tower, ADB Ave. cor. Poveda Rd., Ortigas Center, Pasig City, Philippines (the “Optionor”); and

(2)

NTT DOCOMO, INC., a corporation organized and existing under the laws of Japan and with principal office at Sanno Park Tower 2-11-1, Nagata-cho, Chiyoda-ku, Tokyo, 100-6150 Japan (the “Optionee”),

(each a “Party” and collectively the “Parties”).

WHEREAS:

(A) The Optionor and the Issuer have executed the Acquisition Documents pursuant to which the Issuer has agreed to issue the Option Shares to the Optionor upon the terms and conditions set out in the Acquisition Documents.

(B) Upon the terms and subject to the conditions of this Agreement, the Optionor intends to grant to the Optionee the right to purchase the Option Shares, and the Optionee intends to grant to the Optionor the right to require the purchase by the Optionee of the Option Shares.

NOW, THEREFORE, for and in consideration of the premises and of the representations, warranties and mutual covenants hereinafter contained, and subject to the terms and conditions stated herein, the Parties hereby agree as follows:

ARTICLE 1 — DEFINITIONS

1.1 Definitions. The following terms when used in this Agreement shall have the following meanings:

“Acquisition Documents” means the Sale and Purchase Agreement and all related documents and agreements.

“Acquisition Closing” means Closing under the Sale and Purchase Agreement.

“Agreed Exchange Rate” means Php 43.405 for US$1.00.

“Business Day” means any day which is not a Saturday, a Sunday or a day on which banks in the Philippines, or Tokyo, Japan are authorized or required to close.

“Call Option” has the meaning set forth in Section 2.2.

“Call Option Consideration” has the meaning set forth in Section 2.2.

“Closing” has the meaning set forth in Section 2.7.

“Digitel” means Digital Telecommunications Philippines, Inc.

“Effective Date” has the meaning set forth in Section 2.1.

“Encumbrance” means a mortgage, charge (fixed or floating), pledge, lien, option, restriction, right to acquire, right of first refusal, right of pre-emption, third-party right or interest, assignment, deed of trust, other encumbrance or security interest of any kind, or any agreement to create any of the foregoing, or another type of preferential arrangement (including, without limitation, a title transfer or retention arrangement) having similar effect, any proxy, power of attorney, voting trust arrangement, interest, option or right of first offer or any adverse claim as to title, possession or use.

“Exercise Price” has the meaning set forth in Section 2.6.

“Issuer” means Philippine Long Distance Telephone Company.

“Notice of Call” means a written notice exercising the Call Option served by the Optionee in substantially the form set out in Schedule 1.

“Notice of Put” means a written notice exercising the Put Option served by the Optionor in substantially the form set out in Schedule 2.

“Option Period” means the 30-day period from the day of listing of the Option Shares with the PSE.

“Option Shares” means 4,562,081 shares of common stock of the Issuer to be issued to the Optionor by the Issuer under the Acquisition Documents, to be owned of record and beneficially by the Optionor as of the Effective Date, together with any further shares, stock or other securities in the Issuer or in any other company which are derived from the Option Shares or which are distributed by the Issuer in respect of the Option Shares and any shares, stock or other securities for the time being representing the same by reason of any alteration in the share capital of the Issuer or any amalgamation, reorganisation or reconstruction of the Issuer.

“PCD” means PCD Nominee Corporation.

“Peso” and “Php” mean the lawful currency of the Philippines.

“PSE” means the Philippine Stock Exchange, Inc.

“Put Option” has the meaning set forth in Section 2.4.

“Sale and Purchase Agreement” means the Sale and Purchase Agreement dated 29^th day of March, 2011 between the Optionor, Express Holdings, Inc., Solid Finance (Holdings), Limited, Mrs. Elizabeth Yu Gokongwei, Mr. James L. Go, and the Issuer covering inter alia, the issue to the Optionor of the Option Shares by the Issuer.

“Tender Offer” has the meaning given to it in the Sale and Purchase Agreement.

“US Dollar” and “$” means the lawful currency of the United States of America.

1.2 Interpretation. In this Agreement, unless the context otherwise requires:

(a) Words importing the singular number shall include the plural and vice versa, words importing the masculine shall include the feminine and neuter gender and vice versa.

(b) Any reference to Sections, Recitals and Schedules is a reference to sections and recitals of, and schedules to, this Agreement.

(c) Any reference to any document, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time in accordance with the terms thereof and in effect at any given time.

(d) The headings to the Sections and paragraphs herein are inserted for ease of reference only and shall not affect the interpretation thereof or of this Agreement.

(e) Any reference to “writing” or cognate expressions includes a reference to telex, cable, facsimile transmissions or comparable means of communication.

(f) Any reference to “days” shall mean calendar days, unless the term “Business Days” is used. Reference to a time of day shall mean such time in Manila, the Philippines unless otherwise specified; and

(j) This Agreement is the result of negotiations among, and has been reviewed by, the Parties and their respective counsel. Accordingly, this Agreement shall be deemed to be the product of both Parties. No ambiguity shall be construed in favor of or against any Party.

ARTICLE 2 — THE CALL OPTION AND THE PUT OPTION

2.1 Effective Date

This Agreement, other than Sections 1, 2.1, 3, 4, 5.5, and 5.13 of this Agreement which shall come into effect on the date of this Agreement, is conditional on Acquisition Closing occurring and shall only come into effect on the date of Acquisition Closing (the “Effective Date”). If Acquisition Closing under the Acquisition Documents does not occur by December 31, 2011, or a later date that may be mutually agreed by the Parties, this Agreement shall automatically terminate without liability for either Party.

2.2 Call Option

In consideration of the mutual covenants and agreements contained herein, and payment by the Optionee to the Optionor of the sum of Php100.00 (the “Call Option Consideration”), the Optionor hereby grants to the Optionee the right to purchase from the Optionor all (but not part only) of the Option Shares, for the Exercise Price, and free from and clear of all Encumbrances, restrictions and claims of whatever kind and nature, and with all rights, title and interest attached or accruing thereto on or after the date of this Agreement (the “Call Option”), on and in accordance with the terms of this Agreement. The Call Option Consideration is a distinct consideration for the grant of the Call Option and, therefore, shall not be creditable toward the Exercise Price. The Call Option Consideration shall be payable on the Effective Date.

2.3 Exercise of Call Option

(a) The Call Option may be exercised by delivery to the Optionor of the Notice of Call at any time during the Option Period upon which the Optionor shall be obligated to sell to the Optionee all (but not part only) of the Option Shares in accordance with Sections 2.2 and 2.7 herein.

(b) The Notice of Call, once delivered, shall be irrevocable and may not be withdrawn except with the written consent of the Optionor.

(c) The Call Option shall be deemed to have been duly exercised by the Optionee if the Notice of Call is received by the Optionor at any time during the Option Period, notwithstanding that the sale of the Option Shares is effectuated after the Option Period in accordance with Section 2.7.

2.4 Put Option

In consideration of the mutual covenants and agreements contained herein and payment by the Optionor to the Optionee of the sum of Php100.00 (the “Put Option Consideration”), the Optionee hereby grants to the Optionor the right to require the Optionee to purchase all (but not part only) of the Option Shares, for the Exercise Price, and free from and clear of all Encumbrances, restrictions and claims of whatever kind and nature, and with all rights, title and interest attached or accruing thereto on or after the date of this Agreement (the “Put Option”), on and in accordance with the terms of this Agreement. The Put Option Consideration shall be payable on the Effective Date.

2.5 Exercise of the Put Option

(a) The Put Option may be exercised by delivery to the Optionee of the Notice of Put at any time during the Option Period upon which the Optionee shall be obligated to purchase from the Optionor all (but not part only) of the Option Shares in accordance with Sections 2.4 and 2.7 herein.

(b) The Notice of Put, once delivered, shall be irrevocable and may not be withdrawn except with the written consent of the Optionee.

(c) The Put Option shall be deemed to have been duly exercised by the Optionor if the Notice of Put is received by the Optionee at any time during the Option Period, notwithstanding that the sale of the Option Shares is effectuated after the Option Period in accordance with Section 2.7.

2.6 Exercise Price

The exercise price for the purchase by the Optionee of the Option Shares from the Optionor upon the Optionee exercising the Call Option or upon the Optionor exercising the Put Option shall be an amount equivalent to the US Dollar equivalent of Php2,500 per Option Share converted at the Agreed Exchange Rate (the “Exercise Price”).

2.7 Closing

(a) Upon the delivery of a Notice of Call or a Notice of Put, the sale and purchase of the Option Shares (“Closing”) shall be effectuated as follows:

(1)

the Optionor and the Optionee shall enter into a deed of assignment over the Option Shares;

(2)

the Optionor and the Optionee shall immediately instruct their respective brokers to obtain a block sale approval for the sale of the Option Shares;

(3)

The Optionor shall deliver the Option Shares and the stock certificates covering the Option Shares to the Optionor’s broker for lodgement with PCD within one (1) Business Day from receipt of the Notice of Call or Notice of Put, and

(4)

The Parties shall transact the sale and purchase of the Option Shares through the facilities of the PSE within three (3) Business Days from lodgement of the Option Shares and approval of the block sale from the PSE.

(b) On Closing, the Optionee shall pay the Exercise Price of the Option Shares to the Optionor in accordance with payment instructions of the Optionor upon receipt of the written confirmation from the Optionee’s broker that the block sale of the Option Shares has been effectuated pursuant to Section 2.7 (a).

(c) On Closing, the Optionor shall pay and deliver to the Optionee, without any additional cost to the Optionee (i) all shares issued by the Issuer by way of stock dividends on the Option Shares, (ii) all property or cash dividends declared or paid on the Option Shares; (iii) all other rights accruing on the Option Shares; and (iv) all the proceeds of all of the foregoing, if any.

(d) All taxes that may be due on the sale of the Option Shares to the Optionee shall be for the exclusive account of the Optionee. Each Party will bear all the fees and expenses associated with the services of its designated stockbroker for the purposes of transacting the Option Shares through the facilities of the PSE, provided that all fees payable to the PSE in connection with the application for approval of the block sale of the Option Shares on Closing shall be borne equally by the Optionor and the Optionee.

ARTICLE 3 — COVENANTS

3.1 Covenants

From the date of this Agreement and during the Option Period and after the exercise of the Call Option or the Put Option, except for such transfer to the Optionee contemplated in this Agreement, the Optionor shall not sell, alienate, or in any manner dispose of or create an Encumbrance on the Option Shares or any interest therein including (i) any shares issued by the Issuer by way of stock dividends on the Option Shares; (ii) any property or cash dividends declared or paid on the Option Shares; (iii) any and all other rights accruing on the Option Shares; and (iv) all the proceeds of any of the foregoing, if any.

3.2 Voting Rights

The right to vote the Option Shares shall remain with the Optionor until the Option Shares shall have been duly acquired by the Optionee in accordance with the terms of this Agreement.

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties

4.1.1 The Optionor represents and warrants to the Optionee as follows:

(a) the Optionor is a corporation duly organized under the laws of the Philippines;

(b) the Optionor has full legal right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder, all of which have been approved by all proper and necessary corporate actions;

(c) the execution, delivery and performance by the Optionor of this Agreement do not and will not contravene any law, regulation or other directive of any governmental authority and do not and will not result in a breach of, or constitute a default or require any consent under, any contract or agreement to which it is a party or by which it is bound or to which any of its assets (including the Option Shares) is subject, including, but not limited to, the Sale and Purchase Agreement;

(d) this Agreement, upon its execution, will constitute a valid and legally binding obligation enforceable against the Optionor in accordance with the terms hereof;

(e) on the Effective Date, the Optionor is the legal and beneficial owner of the Option Shares;

(f) the Option Shares comprise approximately two percent (2%) of the issued and outstanding common shares of the Issuer immediately following the Closing of this Agreement (if all the minority stockholders in Digitel exercised their option to exchange their shares of Digitel for shares of the Issuer pursuant to the Tender Offer), and have been validly issued, fully paid for and are non-assessable;

(g) all the Option Shares are free from any and all Encumbrances and all other rights and interests of third parties; and

(h) neither the Optionor nor any of its properties or assets, including the Option Shares, enjoy any right of immunity from suit, jurisdiction of any competent court, attachment prior to judgment, attachment in aid of execution, execution of judgment or set-off in respect of its obligations under this Agreement.

4.1.2. The Optionee represents and warrants to the Optionor that:

(a) the Optionee is a corporation duly organized under the laws of Japan;

(b) the Optionee has full legal right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder, all of which have been approved by all proper and necessary corporate actions; and

(c) the execution, delivery and performance by the Optionee of this Agreement do not and will not contravene any law, regulation or other directive of any governmental authority and do not and will not result in a breach of, or constitute a default or require any consent under, any contract or agreement to which it is a party or by which it is bound or to which any of its assets are subject.

4.2 Survival of Representations and Warranties

The representations contained herein shall be true and correct on the execution date of this Agreement, the date of the Notice of Call or Notice of Put, on Closing and the date of the sale by the Optionor, and purchase by the Optionee, of the Option Shares, with the same effect as though such representations and warranties had been made on and as of such dates.

ARTICLE 5 — MISCELLANEOUS

5.1 Termination

(a)

Before the exercise of the Call Option or the Put Option or expiry of the Option Period or at any time before the Closing, this Agreement can be terminated by mutual written agreement between the Parties.

(b)

If the Issuer fails to obtain the approval by the PSE of the listing of all the Option Shares on the PSE within thirty (30) days from the Acquisition Closing, such 30-day period may be extended by mutual agreement of the Parties therein.

5.2 Further Assurances

Each Party will take all such actions and execute all such documents as may be necessary to implement and give effect to the terms of this Agreement.

5.3 Governing Law

This Agreement shall be governed and construed in accordance with the laws of the Republic of the Philippines.

5.4 Dispute Resolution

All disputes, controversies or differences of opinion arising from or related to this Agreement between the Parties shall be settled amicably. In the event that an amicable settlement cannot be reached through such negotiation within thirty (30) days from the beginning of such negotiation, such disputes shall be finally settled by arbitration conducted in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre. The tribunal shall consist of three (3) arbitrators appointed in accordance with the said rules, and the arbitration shall be conducted in English. The award thereof shall be final and binding upon the Parties and may be entered into any court having jurisdiction thereof for its enforcement. The prevailing Party shall be entitled to recover reasonable attorneys’ fees.

5.5 Confidentiality

The Parties shall keep this Agreement, including its terms, strictly confidential and neither Party shall disclose this Agreement or any of its terms to any third party provided that the Optionee may disclose its terms to Optionee’s parent company. Nothing herein provided shall prohibit disclosure of this Agreement or the terms hereof if and to the extent: (a) the disclosure is required by order of a competent court in accordance with applicable laws, (b) the disclosure is required by any regulatory body or any stock exchange on which the shares of any of the Parties or the Issuer or any direct or indirect shareholder of any of the Parties are listed, (c) the disclosure is required for the purpose of enforcing the rights and remedies of any Party or in any arbitration or judicial proceedings arising out of this Agreement, or (d) any disclosure to any Party’s professional advisers on a need to know basis.

5.6 Assignment and Binding Effect

The Optionee shall have the right to assign this Agreement or any right, interest or obligation hereunder and the Optionor hereby consents to such assignment and the Optionor shall be bound by such assignment upon receipt of written notice thereof. The Optionor may not assign this Agreement or any right, interest or obligation hereunder to any third party without the prior written consent of the Optionee. This Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and the assignee of the Optionee.

5.7 Notices

All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally, by facsimile transmission, or sent by prepaid first class post (reputable international courier if posted to or from a place outside the Philippines) to the Parties at the following addresses, facsimile numbers:

If to the Optionor:

Address: 42/F Robinsons Equitable Tower, ADB Ave. cor. Poveda Rd., Ortigas Center, Pasig City, Philippines
Fax No.: (632) 3952608


Attention:		Mr. James L. Go Chairman and CEO

If to the Optionee:

Address: Sanno Park Tower 2-11-1, Nagata-cho, Chiyoda-ku, Tokyo, 100-6150 Japan
Fax No.: (81) 351560204


Attention:		Mr. Mutsuo Yamamoto Executive Director

All such notices, requests and other communications will: (i) if delivered personally to the address as provided in this Section 5.6, be deemed given upon delivery; (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon production of a transmission report from the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to such facsimile number; and (iii) if delivered by mail or international courier in the manner described above to the address as provided in this Section, be deemed given upon receipt and in any event within three (3) Business Days of posting or couriering, as the case may be (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice, request or other communication is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Parties.

5.8 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any single counterpart or set of counterparts signed in either case by any of the Parties hereto shall constitute a full and original agreement for all purposes.

5.9 Severance

If any provision or provisions of this Agreement (or any document referred to herein) is or at any time becomes illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement (or such documents) shall not in any way be affected or impaired thereby.

5.10 No Waiver

No failure to exercise nor any delay in exercising any right or remedy hereunder shall operate as a waiver thereof or of any other right or remedy hereunder, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.

5.11 Variation

No variation of this Agreement shall be effective unless it is in writing signed by the Parties.

5.12 Entire Agreement

Each of the Parties to this Agreement confirms that this Agreement represents the entire understanding, and constitutes the whole agreement, in relation to its subject matter and supersedes any previous agreement between the Parties with respect thereto and, without prejudice to the generality of the foregoing, excludes any warranty, condition or other undertaking implied at law or by custom, usage or course of dealing.

5.13 Announcements

Except when required by law, government directive or court order, the Optionor shall not make any announcement, whether before or after the Closing, concerning the transaction contemplated by or with respect to this Agreement or any ancillary matter without the prior consent of the Optionee. The Optionor shall, at the Optionee’s request, supply such information and reports concerning the Optionor as may be required by the Optionee to comply with the regulations of any stock exchange as to any prospectus or circular to be published by the Optionee or any announcement required to be made concerning this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed by the parties in Makati City, Metropolitan Manila, Philippines as of the date first written above.


The Optionor:	JG SUMMIT HOLDINGS, INC.

	By:

		MR. JAMES L. GO
		Chairman and CEO

The Optionee:	NTT DOCOMO, INC.

	By:

		MR. Masatoshi Suzuki
		Senior Executive Vice President

SIGNED IN THE PRESENCE OF:

SCHEDULE 1

FORM OF NOTICE OF CALL

JG SUMMIT HOLDINGS, INC.
42/F Robinsons Equitable Tower
ADB Ave. cor. Poveda Rd., Ortigas Center
Pasig City, Philippines


Attention:		Mr. James. L. Go Chairman and CEO

Re: Notice of Exercise of the Call Option under the Option Agreement dated 13 May 2011

Dear Sirs:

Reference is made to that certain Option Agreement dated as of 13 May 2011 between JG SUMMIT HOLDINGS, INC. (the “Optionor”) and NTT DOCOMO, INC. (the “Optionee”), with respect to a Call Option to purchase the Option Shares (the “Option Agreement”). Capitalized terms used herein, which are defined in the Option Agreement, are used herein as so defined.

This shall constitute the Notice of Call under Section 2.3 of the Option Agreement, being a notice to the Optionor of the Optionee’s exercise of the Call Option pursuant to the Option Agreement.


	Very truly yours, NTT DOCOMO, INC.
	By:
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SCHEDULE 2

FORM OF NOTICE OF PUT

NTT DOCOMO, INC.
Sanno Park Tower 2-11-1
Nagata-cho, Chiyoda-ku
Tokyo, 100-6150 Japan


Attention:		Mr. Mutsuo Yamamoto Executive Director

Re: Notice of Exercise of Put Option under the Option Agreement dated 13 May 2011

Dear Sirs:

This shall constitute the Notice of Put under Section 2.5 of the Option Agreement, being a notice to the Optionee of the Optionor’s exercise of the Put Option pursuant to the Option Agreement.


	Very truly yours, JG SUMMIT HOLDINGS, INC.
	By:
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