August 24, 2016

THE PHILIPPINE STOCK EXCHANGE, INC.

Disclosure Department
Tower One & Exchange Plaza
Ayala Triangle, Ayala Avenue
Makati City Metro Manila
Attention :

Re :

Mr. Jose Valeriano B. Zuo III

Officer-In-Charge, Disclosure Department
Voluntary Delisting of Liberty Telecoms Holdings, Inc.

Gentlemen:
Liberty Telecoms Holdings, Inc (LTHI or the Company) respectfully submits this Petition for
Voluntary Delisting (the Petition) of LTHIs common shares (LTHI Shares) from the Philippine
Stock Exchange (PSE or the Exchange).
We confirm that the proposed voluntary delisting of the LTHI Shares has been unanimously approved
by the Board of Directors of the Company during its meeting held on August 23, 2016.
We understand that as a requirement for a petition for voluntary delisting, a tender offer to all
stockholders of record is required under the rules of the PSE on voluntary delisting. In this regard,
Vega Telecom, Inc. (VTI), the legal and beneficial owner of 1,127,772,202 common shares and
5,243,603,609 preferred shares, representing approximately 97.46% of the total issued and
outstanding capital stock of LTHI, has announced its intention to make a tender offer for the
165,883,221 LTHI Shares held by other stockholders of LTHI (the Tender Offer) and has filed a
Tender Offer Report with the Securities and Exchange Commission on August 19, 2016. The Tender
Offer shall commence on August 24, 2016 and end on September 21, 2016. Notice of the Tender
Offer to be conducted in connection with the intended voluntary delisting of the LTHI Shares, the
complete terms and conditions thereof, along with the Tender Offer Report (SEC Form 19-1) and
other relevant documents in relation to the Tender Offer have been sent to the stockholders of LTHI
prior to the submission of this Petition.
In support of this Petition, we submit herewith the following:
i.

Secretarys Certificate attesting to the resolutions of the Companys Board of Directors on

the approval of the voluntary delisting and designation of its authorized representatives
and signatories for purposes of filing the petition for voluntary delisting and such other
documents relating to the same (Annex A);

ii.

Sample notice sent by LTHI to its stockholders informing them of the Tender Offer and
proposed delisting (Annex B);

iii. Terms and Conditions of the Tender Offer (Annex C); and
iv. The fairness opinion or valuation report rendered by Punongbayan & Araullo stating that
from a financial point of view, and based upon certain procedures followed and
assumptions made, the terms and conditions of the Tender Offer are fair (Annex D).

On the basis of the foregoing, we hereby request for the approval of this Petition for Voluntary
Delisting, with October 31, 2016, as the target date of the delisting of the LTHI shares from the
Exchange.
We likewise seek your confirmation that notwithstanding the approval of the Petition for Voluntary
Delisting: (i) the 5-year relisting prohibition will not apply to the Company, and it will not be prohibited
from relisting its shares on the Exchange at any time in the future; and (ii) the current directors and
executive officers of the Company will not be disqualified to act as directors and executive officers of a
company applying for initial listing with the PSE.
We understand that PSE approval of this Petition is subject to our submission of the results of the
Tender Offer. Accordingly, we undertake to submit the results of the Tender Offer as soon as
practicable after the end of the Tender Offer period.
Thank you for your kind and prompt consideration.

Very truly yours,

LIBERTY TELECOMS HOLDINGS, INC.
By:

RAY C. ESPINOSA
Co-President and Co-Chairman of the Board

GILBERT O. SIMPAO
Co-President and Co-Chairman of the Board

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