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Atlas Fertilizer Corporation

PSE Circular for Brokers No. 1298-99 • Philippine Stock Exchange • Circulars for Brokers • Jun 3, 1999

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June 3, 1999 PSE CIRCULAR FOR BROKERS NO. 1298-99 SUBJECT : Atlas Fertilizer Corporation This is with reference to the tender offer of HLG Capital Philippines, Inc. ("HLG") to Atlas Fertilizer Corporation ("AFC") stockholders to purchase a minimum of 67% up to a maximum of 75% of the outstanding and issued capital stock of AFC, which was made on August 1996. AFC, in a letter dated May 28, 1999, informed the Exchange of the status of said tender offer: ". . . please be advised that the said tender offer pushed through with HLG acquiring 63.36% of the outstanding capital stock of AFC. The said AFC shares of HLG were subsequently acquired by Longview Holdings Corporation, the present majority shareholder of AFC. In exchange for the AFC shares that the shareholders (the "Selling Shareholders") transferred pursuant to the tender offer; the Selling Shareholders will receive a proportionate amount of shares in a new company (NewCo) which will continue to manage the fertilizer and chemicals business of AFC and into which AFC will spin-off its net assets as of June 30, 1996. The foregoing is part of AFC's corporate restructuring presented by AFC's management and approved by AFC's shareholders during the annual meeting in 1996. The NewCo, Inc. has already been incorporated and the completion of the spin-off will be achieved once clearance from the Department of Agrarian Reform (DAR) to transfer one real property in favor of NewCo, Inc. is obtained. The NewCo, Inc., presently managed by the previous majority shareholder of AFC (the A. Soriano Group), has undertaken to see through the completion of the spin-off, with AFC being periodically updated on the progress of the same. Based on the latest update from NewCo, Inc., the documents required to secure the clearance have already been submitted to the DAR. Once the clearance is secured, NewCo shares which will be released to AFC in exchange for the spun-off net assets shall, in turn, be distributed among the Selling Shareholders. . . . For your information. (SGD.) JOSE LUIS U. YULO, JR. President and CEO

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