Philippine Stock Exchange

February 10, 1998 PSE CIRCULAR FOR BROKERS NO. 104-98 February 9, 1998 PHILIPPINE STOCK EXCHANGE Exchange Center, Exchange Road Ortigas Center, Pasig City Attention : Ms . Grace B . De Guia Supervisor Compliance Monitoring Dept . -Listings & Disclosure Group Gentlemen : Herewith is a copy of our request that we filed with the Securities and Exchange Commission on 5 February 1998 for the exemption from registration from the requirements of the Revised Securities Act of the non-assignable and non-negotiable convertible note which Republic Cement Corporation intends to issue to Southwestern Cement Ventures, Inc. Relative to our previous disclosures, please be informed that in lieu of non-assignable convertible term bonds, Republic Cement Corporation will instead issue a non-assignable and non-negotiable convertible note to Southwestern Cement Ventures, Inc., a joint venture company of Blue Circle Industries (PLC) and the Yuchengco Group of companies. Thus, all previous disclosures with reference to the non-assignable convertible term bonds are deemed superceded by this letter. LexLib Thank you for your usual kind consideration. Very truly yours, REPUBLIC CEMENT CORPORATION (SGD.) EDGARDO V. PAJAO Assistant Corporate Secretary ATTACHMENT Ref. No. 103-1-684 February 4, 1998 SECURITIES AND EXCHANGE COMMISSION Securities and Exchange Commission Building EDSA, Mandaluyong City Attention : Ms. Linda Daoang Director, Money Market Operations Department RE : Request for Exemption from the Registration Requirements of the Revised Securities Act Gentlemen : We respectfully request for the exemption of the P860,000,000.00 Unsecured Convertible Note ("Note") to be issued by REPUBLIC CEMENT CORPORATION ("RCC") to SOUTHWESTERN CEMENT VENTURES, INC. ("SWCVI") from the registration requirements of the Revised Securities Act ("RSA"). Section 6(b) of the RSA provides: "SECTION 6. Exempt Exemptions . . . . (b) the Commission may, from time to time and subject to such terms and conditions as it may prescribe, exempt transaction other than those provided in the preceding paragraph, if it finds that the enforcement of the requirements of the registration under this Act with respect to such transaction is not necessary in the public interest and for the protection of the investors by reason of the small amount involved or the limited character of the public offering." The Note should be excluded from the registration requirements of the RSA for the following reasons: 1. The Note shall be issued only to only one entity, SWCVI, a Philippine corporation, and not to the public at large. 2. SWCVI is a joint venture between Blue Circle Industries PLC ("Blue Circle") and the Yuchengco Group. Blue Circle is a corporation based in England and has ownership interest and/or manages cement companies in various parts of Asia, among others. On the other hand, the Yuchengco Group is engaged in banking, insurance and construction business. Such being the case, SWCVI has the support of a sophisticated and strong analytical and financial advisory team which can assist in evaluating business opportunities particularly in the cement industry. It also has the ability to commit large amounts of both debt and equity capital. We summarize in Annex "A" the principal features of the Note. Please note that the entry of SWCVI will benefit RCC. Blue Circle has committed to provide not only financial support to RCC but also the benefits of its global experience and expertise as well. Such benefits range from the use of the central technical resource to the opportunity to benchmark against and share information with other cement plants from all over the world in order to ensure that the RCC plant is able to maximize its output, efficiencies and profitability. The Yuchengco Group has also committed to provide the necessary financial advice to RCC. In view of the foregoing, we respectfully request for the exemption of the Note from the registration requirements of the RSA. LexLib Thank you for your kind attention. We look forward to your usual prompt response. Very truly yours, REPUBLIC CEMENT CORPORATION (SGD.) RENATO C. SUNICO Vice President-Finance ANNEX A SUMMARY OF THE FEATURES OF THE NOTE Issuer RCC ("The Company") Investor Southwestern Cement Ventures, Inc. Securities Offered PhP860,000,000.00 unsecured Convertible Note (the "Note") maturing 3 years after issuance convertible at the option of either the issuer or the investor into 200,000,000 fully-paid listed common shares of the Company Interest 12% per annum Conversion Period At anytime at the option of either the issuer or the Investor, from the date that is 2 weeks after issue up to maturity Conversion Price P4.30 per share Redemption Amount PhP1,169,600,000.00