BIR Ruling [DA-621-04]

December 8, 2004 BIR RULING [DA-621-04] Baniqued & Baniqued Suite 803, 8/F Jollibee Centre San Miguel Avenue Pasig City Attention: Attys. Laura Victoria A.S. Yuson-Layug and Suzette A. Celicious Gentlemen : This refers to your letter dated November 16, 2004 requesting for amendment or modification of BIR Ruling No. DA-S-40-030-04 dated October 15, 2004 relative to the merger of Lafarge Cement (Philippines), Inc. (LCPI) and Lafarge Holdings (Philippines), Inc. (LHPI). In the aforesaid ruling, this Office confirmed the tax-free nature of the merger between LHPI and LCPI, with the former as the surviving corporation; that according to the said ruling, the substituted basis for the properties to be transferred by LCPI are as follows: Property Transferred Substituted Basis Cash and cash equivalent P25,984,522 Prepayments and other current assets 3,040,240 Due from affiliated companies 1,221,968,138 Notes receivables 10,866,803,428 Investments and advances 4,340,938,234 Deferred income tax 130,946,240 Total P16,589,680,802 that however, upon review of the documents submitted for the merger, it was discovered that the carrying value of the investments and advances as stated in the financial statements of LCPI, was inadvertently indicated as the substituted basis instead of the historical cost as stated in the certification of historical cost submitted. In reply thereto, please be informed that after careful review of the documents submitted, this Office hereby amends BIR Ruling No. DA-S-40-030-04 dated October 15, 2004 to the effect that the substituted basis of the shares to be received by the stockholders of LCPI should be as follows: Assets No. of Shares Liabilities Original Basis Substituted Allocated Allocated Basis Cash and cash 26,516 - 25,984,522.00 25,984,522.00 equivalent Prepayments 3,103 59,870.97 3,040,240.00 2,980,369.03 and other current assets Due from 1,246,966 24,064,026.45 1,221,968,138.00 1,197,904,111.55 affiliated companies Notes 11,089,106 213,998,251.62 10,866,803,428.00 10,652,805,176.38 receivables Investments 22,180,599 428,042,569.25 21,735,946,082.00 21,307,903,512.75 and advances Deferred 133,625 2,578,703.72 130,946,240.00 128,367,536.28 income tax Total 34,679,915 668,743,422.00 33,984,688,650.00 33,315,945,228.00 Very truly yours , (SGD.) MILAGROS V. REGALADO Assistant Commissioner Legal Service