PSE Circular for Brokers No. 064-99

January 14, 1999 PSE CIRCULAR FOR BROKERS NO. 064-99 SECURITIES AND EXCHANGE COMMISSION SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11(a)-1(b) THEREUNDER 1. January 14, 1999 Date of Report (Date of earliest event Reported) 2. SEC Identification Number CE-02536 3. BIR TIN 003-828-269-V 4. ABOITIZ EQUITY VENTURES, INC. Exact name of registrant as specified in its charter 5. Cebu City, Philippines Province, country or other jurisdiction of incorporation 6. Industry Classification Code 7. Archbishop Reyes Ave., Banilad, Cebu City 6000 Address of principal office Postal Code 8. (032) 2310-705 Registrant's telephone number, including area code 9. N.A. Former name or former address, if changed since last report 10. Securities registered pursuant to Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common Stock, P1.00 par value 5,384,095,574 Amount of Debt Outstanding P2,769,623,000.00 11. Indicate the item numbers reported herein: 2 Item 2. Disposition of Assets Consistent with the Corporation's strategic direction of concentrating on its core businesses of electricity and banking, we are pleased to announce the conclusion of the sale of its total holdings of Two Hundred Sixty Seven Thousand Two Hundred Seventy Two (267,272) shares representing 24.5% of the outstanding shares of Jardine Aboitiz Insurance Brokers, Inc. in favor of JMIB Holdings B.V. The aggregate sale price is Seventy Million Pesos of (P70,000,000.00). This sale of shares of Jardine Aboitiz Insurance Brokers, Inc. was supported by resolutions duly adopted by the Board of Directors of AEV during its special meeting held at the ACO Board Room, Aboitiz Corporate Center, Archbishop Reyes Avenue, Banilad, Cebu City on January 13, 1999, as follows: "WHEREAS, it is Aboitiz Equity Ventures's (AEV) strategic direction to focus on its core businesses of electricity and banking and to divest of its non-core holdings at opportune times; "WHEREAS, the immediate sale of AEV's stake in the Jardine Aboitiz Insurance Brokers, Inc. is consistent with the above-stated strategic direction of the Corporation; "NOW, THEREFORE, be it: "RESOLVED, That the Board of Directors of Aboitiz Equity Ventures, Inc. (the "Corporation") authorize, as it hereby authorizes, the Corporation to sell, assign, or transfer its total holdings of Two Hundred Sixty Seven Thousand Two Hundred Seventy Two (267,272) shares representing 24.5% of the outstanding shares of stock of Jardine Aboitiz Insurance Brokers, Inc. in favor of JMIB Holdings B.V. for a consideration of Seventy Million Pesos (P70,000,000.00); LLpr "RESOLVED, FURTHER, that any one of the following officers, to wit: 1. Mr. Erramon I. Aboitiz 2. Mr. Juan Antonio E. Bernard 3. Mr. Luis Miguel Aboitiz be authorized, as he is hereby authorized, to negotiate, sign, execute, endorse and deliver the Shares Purchase Agreement, Shares of Stock and such other documents and instruments as may be required, necessary, desirable or incidental to effect and implement the foregoing transactions." Additional Information In a deliberate effort to pursue the company's corporate strategy of concentrating on its core businesses which are Power and Financial Services, AEV is selling its shares in Jardine Aboitiz Insurance Brokers (JAIB), subject to government approvals, to its partner, the Jardine Lloyd Thompson Group The shares, representing 24.5% stake in the company, are valued at P70 Million and are expected to generate a profit of approximately 53.8 Million for AEV. This divestment will allow AEV to pour in additional capital, without resorting to loans into its various power projects throughout the country. This move is part of each company's strategy to focus on their core businesses. The partnership of Jardine and Aboitiz has resulted in strong growth over the last 4 years making it the leading insurance broker in the country. The decision to divest, although difficult, is deemed beneficial to both parties. This will enable both Jardine and AEV to focus on their respective core competencies. Both AEV and the JLT Group are committed to maintaining a close strategic partnership in recognition of which Mr. Erramon Aboitiz, Chief Operating Officer of AEV, has agreed to remain on the board of JAIB. prLL The balance sheet impact, rounded for brevity, is an increase in cash of 63.8 million, a decrease in investments of 10 million, and an increase in stockholders' equity of 53.8 million. SIGNATURE(S) Pursuant to the requirements of the Revised Securities Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ABOITIZ EQUITY VENTURES, INC. By: (SGD.) SYLVA A. PADERANGA Assistant Corporate Secretary