09:07 FIRST PACIFIC<00142> - Announcement & Resumption (3) supporting the market price of the Notes at a level higher than that which might otherwise prevail for a limited period. However, there is no obligation on UBS AG to do this. Such stabilising, if commenced, may be discontinued at any time and must be brought to an end after a limited period. Placees Not less than six independent placees. The placees and their ultimate beneficial owners will be independent of the Issuer and Guarantor and their respective connected persons (as defined in the Listing Rules). Undertaking The Guarantor has agreed (save for certain specified exceptions) that it will not, and will procure that none of its subsidiaries will, for a period of 90 days after the Closing Date, without the prior written consent of UBS AG, offer, sell, contract to sell or otherwise dispose of (or publicly announce any such offer, sale or disposal), any common stock of PLDT held by any member of the Group or securities convertible or exchangeable into or exercisable for common stock of PLDT held by any member of the Group or warrants or other rights to purchase common stock of PLDT held by any member of the Group or any security or financial product whose value is determined directly or indirectly by reference to the price of the common stock of PLDT, including equity swaps, forward sales and options representing the right to receive any common stock of PLDT. Conditions Precedent of the Issue of, and Subscription for the Notes The issue and subscription of the Notes is conditional upon, among other things, the SGX-ST having agreed to list the Notes and there having been no material adverse change or development involving a prospective material adverse change in the condition (financial or otherwise), business prospects, properties or results of operations of the Issuer, the Guarantor, the Group, PLDT or the PLDT group since the date of the Subscription Agreement and no event making any of the representations and warranties contained in the Subscription Agreement untrue or incorrect in any material respect on the Closing Date as though they had been given and made on such date and the Issuer and the Guarantor each having performed all the obligations to be performed by it under the Subscription Agreement on or before the Closing Date. Termination UBS AG may, by notice to the Issuer and the Guarantor given at any time before the time on the Closing Date when payment would otherwise be due under the Subscription Agreement, terminate the Subscription Agreement if, in the opinion of UBS AG, there shall have been such a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would in its view be likely to prejudice materially the success of the offering and distribution of the Notes or dealings in the Notes in the secondary market. Subject to the foregoing, the issue and subscription of the Notes is expected to be completed on the Closing Date. The Issuer and Guarantor's liability to UBS AG with respect to expenses or any liability arising before