PSE Circular for Brokers No. 074-00
PSE Circular for Brokers No. 074-00 • Philippine Stock Exchange • Circulars for Brokers • Jan 13, 2000
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January 13, 2000 PSE CIRCULAR FOR BROKERS NO. 074-00 January 12, 2000 Disclosure Department Listing and Disclosure Group 4/F, Philippine Stock Exchange Center PSE Center, Exchange Road Ortigas Center, Pasig City Fax No. 634-3051 Attention: Ms . Grace P . de Guia Listing & Disclosure Group Gentlemen : We are hereby providing you with the following additional information you requested in your fax of January 12, 2000, regarding the investment offer of the group of Mr. Roberto V. Ongpin in South Seas Natural Resources, Inc. (SSO): 1. Terms and conditions of the offer: (a) The offer is to invest to sixty billion (60,000,000,000) shares with a par value of P0.01 per share, out of an increase of the capital stock of SSO. (b) Divestment by SSO of its mining business, such that SSO will substantially have no tangible mining assets or liabilities upon the entry of the Ongpin group. Company's personnel to be separated or retired, with any separation or retirement pay to be borne by the assignee of the mining assets. (c) A satisfactory due diligence investigation by the investor group, and/or sufficiency of representations and warranties on the condition (SSO). (d) Amendment of Articles of Incorporation and By-Laws of SSO, to include, among other things, a change in the primary purpose and name, and increase of the authorized capital stock. (e) SSO to obtain all corporate and regulatory approvals which may be required. 2) Consideration of the acquisition, i.e., pricing, etc.: Subscription at par value, with an initial payment of 25% upon subscription and the balance upon call by the Board of Directors. The Ongpin group is willing to consider a lock-up period for these subscription shares. 3) Other details pertaining to the offer. The Ongpin group proposes the amendment of the primary purpose of SSO, from mining to that of the internet business. The SSO is presently in negotiations with the Ongpin group regarding the said offer. We shall advise you immediately should there be any significant developments in these negotiations. cdll Very truly yours, (SGD.) JOSE MIGUEL CABARRUS President
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