PSE Circular for Brokers No. 1472-98

June 29, 1998 PSE CIRCULAR FOR BROKERS NO. 1472-98 June 25, 1998 PHILIPPINE STOCK EXCHANGE Philippine Stock Exchange Center Exchange Road, Ortigas Center Pasig City, Metro Manila Attention: Mr . Reynold P . Ong Vice-President Listings and Disclosure Group Dear Mr. Ong: We wish to inform and disclose to the Philippine Stock Exchange the proposed special block sale of 29,208,750 common shares of Philippine Seven Corporation (PSC) in the name of Jose T. Pardo and Marilyn V. Pardo to Asian Holdings Corporation (AHC). This is in line with the divestment plan of Mr. Pardo as required by Philippine laws, in view of his designation as Secretary of Department of Trade and Industry by President-Elect Joseph Ejercito Estrada. Asian Holdings Corporation is a holding corporation authorized to promote, establish, operate, manage, own or invest in any and all kinds of business enterprises or assist or participate in the organization, merger or consolidation thereof. We attach here for your reference the authority of AHC to enter into this transaction and the details of its capital and ownership structure as Annex "A". LLphil The transaction shall be a cross block sale to be coursed through broker, Jardine Fleming, details provided hereunder: NAME NO. OF SHARES % HOLDING VALUE at S.P. Php 2.65 Jose T. Pardo 19,914,250 9.61% 52,772,762.50 Marilyn V. Pardo 9,294,500 4.49% 24,630,425.00 Total 29,208,750 14.10% 77,403,187.50 The 29,208,750 shares subject of transfer corresponds to 14:10% of the 207,217,750 issued and outstanding shares of PSC. These shares are subject to Philippine Stock Exchange (PSE) imposed lock-up of 6 months covering February 04 to August 03, 1998. The transferee had agreed to assume the remaining period to comply with the lock-up requirement. Attached is the letter from AHC agreeing to such undertaking as Annex "B". In line with this, we also enclose here the Supplemental Agreement to the Escrow Agreement dated December 18, 1997 covering the above shares and providing the list of PSC shareholders subject to PSE lock-up (Annex "C"). We submit that the above proposed transaction complies with PSE requirements, as follows: 1. It is within the minimum required transaction which is Php 5.0 M; 2. The price of Php 2.65 per share is within the limit of 40% below or 50% above the last trade price which is Php 4.40; 3. The reason for the special block sale is disclosed above together with the corresponding percentage of the number of shares for transfer from the issued and outstanding PSC shares; and 4. The transferee, AHC, agreed to assume the remaining lock-up period requirement. Very truly yours, (SGD.) EVELYN S. ENRIQUEZ Asst . Corporate Secretary REPUBLIC OF THE PHILIPPINES ) MUNTINLUPA CITY ) S.S. SECRETARY'S CERTIFICATE I, MA . LUISA C . E . GARCIA , of legal age, Filipino citizen and with office address at, 4/F Unioil Building Center, Acacia Street cor. Commerce Avenue, Madrigal Business Park, Ayala Alabang, Muntinlupa City, Philippines after having been duly sworn in accordance with law, hereby depose and certify that: 1. I am the duly appointed Assistant Corporate Secretary of Asian Holdings Corporation (the "Corporation"), duly organized and existing under and by virtue of the laws of the Philippines, with office address at 11th Floor, Columbia Tower, Ortigas Ave., Mandaluyong City, Metro Manila, Philippines; 2. As such Corporate Secretary, I have custody of the pertinent books and records of the Corporation; 3. This is to certify that the following resolution was passed by the Board of Directors of the Corporation as follows: "RESOLVED, that Elizabeth P. Orbeta, Treasurer of ASIAN HOLDINGS CORPORATION (the "Corporation") be, as she hereby is, authorized to sign for all operating transactions of the Corporation involving the execution and delivery of loan agreements, promissory notes, licensing or investment agreements, deed of sale, assignment and undertakings, other contracts and agreements of any and all kinds, checks, payment orders, drafts, debit and credit advices and other documents and papers required, and any and all instruments and other papers necessary or proper for the normal operations of the Corporation." 4. This is to further certify that the Corporation is a holding company authorized to promote, establish, operate, manage, own or invest in any and all kinds of business enterprises or assist or participate in the organization, merger or consolidation thereof. The ownership structure thereof is hereby attached as Annex "A". cdll IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of June 1998 at Muntinlupa City. (SGD.) MA. LUISA C.E. GARCIA Asst. Corporate Secretary SUBSCRIBED AND SWORN to before me this 24th day of June 1998 at Mandaluyong City, affiant exhibiting to me her Comm. Tax. Cer. No. 11582129 issued on March 25, 1998 at Manila City. NOTARY PUBLIC ATTY. EVELYN G. SADSAD NOTARY PUBLIC UNTIL DEC. 31, 1999 PTR NO. 2335916 JAN. 15, 1998 MANDALUYONG CITY TIN-103-122-973 Doc. No. 6 Page No. 2 Book No. II Series of 1998. ANNEX A ASIAN HOLDINGS CORPORATION CAPITAL STRUCTURE: Authorized Capital Stock P50 million divided into 500,000 shares at P100 par BOARD OF DIRECTORS: ELIZABETH ORBETA DIANA AGUILAR BETTINA HARNER BARBARA PARDO [vacant position] KEY OFFICERS: ELIZABETH ORBETA Treasurer DIANA AGUILAR Vice President BETTINA HARNER Vice President BARBARA PARDO Vice President SHAREHOLDINGS AS OF JUNE 25, 1998: NO. OF SHARES AMOUNT AMOUNT SUBSCRIBED SUBSCRIBED PAID-UP ELIZABETH ORBETA 61,836.75 6,183,675 4,389,375 DIANA AGUILAR 61,836.75 6,183,675 4,674,375 BETTINA HARNER 61,835.75 6,183,575 4,674,275 BARBARA PARDO 61,835.75 6,183,675 4,626,775 JARDINE FLEMING in trust 184,584 18,458,400 12,328,200 for the children of Elizabeth Orbeta, Diana Aguilar, Bettina Harner and Barbara Pardo Total 431,930 43,193,000 30,693,000 SUBSIDIARIES AND AFFILIATES Wenphil Corporation Land and Housing Development Corp. ERA Philippines Wenphil Insurance Agency, Inc. ANNEX B ASIAN HOLDINGS CORPORATION June 24, 1998 Philippine Stock Exchange PSE Center, Exchange Road Ortigas Center, Pasig City Philippine Seven Corporation 7th Flr., The Columbia Tower Ortigas Avenue Mandaluyong City Far East Bank and Trust Company Sen. Gil Puyat Avenue Makati City Gentlemen: This refers to the proposed transfer of 29,208,750 Philippine Seven shares held by Jose T. Pardo and Marlyn V. Pardo in favor of undersigned corporation, Asian Holdings Corporation (AHC) We recognize that said shares are subject to the 6 months lock-up requirement of Philippine Stock Exchange (PSE) which covers the period from February 4 to August 3, 1998. We are aware that the said shares are also held in escrow with Far East Bank and Trust Company in compliance with the lock-up. cdt In view of the above, we hereby agree that upon transfer of said shares to AHC, AHC shall assume the lock-up requirement for the remaining period corresponding to the above and it further agrees to place the shares in escrow with escrow bank for the duration of the lock-up Very truly yours, ASIAN HOLDINGS CORPORATION By: (SGD.) ELIZABETH P. ORBETA ANNEX C SUPPLEMENTAL AGREEMENT This Supplemental Agreement is made and entered into this 25th day of June 1998 at Mandaluyong City by and among: ASIAN HOLDINGS CORPORATION , a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal office at 4th Floor, Uni-Oil Building Commerce Avenue corner Acacia St. Madrigal Business Park, Ayala Alabang Muntinlupa City, herein represented by its Treasurer, ELIZABETH P . ORBETA and hereafter referred to as " Asian Holdings "; FAR EAST BANK AND TRUST COMPANY, a commercial banking corporation duly organized and existing under laws of the Republic of the Philippines, and authorized to perform trust and special agency functions, with offices at the Far East Bank Center, Sen. Gil Puyat Avenue, Makati City, represented by its Vice President, MA . LOURDES T . AGONCILLO and Asst. Vice-President, MARIA CLARISSA PEALOSA hereinafter referred to as the " Escrow Agent " PHILIPPINE SEVEN CORPORATION , a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal office at the 7th Floor, The Columbia Tower, Ortigas Avenue, Mandaluyong City, represented by its Chairman, VICENTE T . PATERNO and hereinafter referred to as " PSC " WHEREAS an Escrow Agreement dated 18th December 1997 (the "Escrow") was executed by and among Philippine Seven Corporation ("PSC") represented by its Chairman, Vicente T. Paterno; Progressive Development Corporation represented by its President, Jorge L. Araneta; Vicente T. Paterno, Ma. Teresa P. Dickinson; Paz Pilar P. Benares; Jose Victor P. Paterno; Ma. Cristina P. Paterno; Ma. Elena P. Paterno; Jose T. Pardo; Marilyn V. Pardo; Manuel U. Agustines, Agus Development Corporation, represented by its President, Manuel U. Agustines; National Life Insurance Company of the Philippines, represented by its President, Benjamin L. de Leon; Alfredo C. Ramos; Alakor Corporation, represented by its President, Alfredo C. Ramos and Dante G. Santos; WHEREAS, Jose T. Pardo and Marilyn V. Pardo stockholders of PSC and parties to the Escrow had agreed to transfer their shares in PSC in favor of Asian Holdings Corporation in line with the divestment requirement with the designation of Mr. Pardo as Secretary of Department of Trade and Industry; WHEREAS, Asian Holdings as purchaser of said shares agreed to assume all obligations of above transferors under the Escrow Agreement; NOW THEREFORE, for and in consideration of the premises and of the mutual agreements hereinafter set forth, it is agreed as follows: 1. Asian Holdings will assume all rights and obligations of Jose T. Pardo and Marilyn V. Pardo under the Escrow pertaining to their shares in PSC consisting of 17,395,706 and 9,294,500, respectively, or a total of 29,208,250 which are held in escrow with Escrow Agent. Any reference in the Escrow with respect to Jose T. Pardo and Marilyn V. Pardo with regard to above shares will now be replaced and is hereby replaced by Asian Holdings. 2. Pursuant to paragraph 1 above, the parties hereto agree to amend Annex B of the Escrow to reflect the shares subject to PSE-imposed lock-up, the Shareholders' Agreement, and those for release and which will now be superseded by the Schedule of Escrow Shares hereto attached as Annex A, made an integral part hereof. 3. PSC hereby recognize and acknowledge the above agreement and amendment to the Escrow. IN WITNESS WHEREOF, the parties have executed this Supplemental Agreement on the date and at the place first above written. ASIAN HOLDINGS CORPORATION FAR EAST BANK AND TRUST CO. By: By: (SGD.) ELIZABETH P. ORBETA (SGD.) MA. LOURDES T. AGONCILLO Treasurer Vice President (SGD.) ATTY. MARIA CLARISSA PEALOSA Asst. Vice President PHILIPPINE SEVEN CORPORATION By: (SGD.) VICENTE T. PATERNO Chairman of the Board ACKNOWLEDGEMENT REPUBLIC OF THE PHILIPPINES ) Mandaluyong City ) S.S. BEFORE ME, a Notary Public in and for Mandaluyong City, Philippines, this 26th day of June, 1998 personally appeared: NAME COM. TAX CERT . NO. DATE/PLACE ISSUED Elizabeth P. Orbeta 2490383D Jan. 15, 1998/Muntinlupa In her capacity as Treasurer Asian Holdings Corporation Ma. Lourdes T. Agoncillo 09601610 Apr. 28, 1998/Manila Atty. Maria Clarissa Penalosa 0106645 Feb. 15, 1998/Las Pias In their capacity as Vice President and Asst. Vice President Far East Bank & Trust Company Vicente T. Paterno 1560935 Jan. 07, 1998/San Juan In his capacity as Chairman of the Board Philippine Seven Corporation all known to me and by me known to be the same persons who executed the foregoing instrumental and they acknowledged to me that the same is their free and voluntary act and deed and of the corporations they represent. IN WITNESS WHEREOF, I have hereunto set my hand and effected my notarial seal on the date and at the place first above written. NOTARY PUBLIC (SGD.) ATTY. EVELYN G. SADSAD NOTARY PUBLIC UNTIL DEC. 31, 1999 PTR NO. 2335916 JAN. 15, 1998 MANDALUYONG CITY TIN-103-122-973 Doc. No. 7; Page No. 2; Book No. II Series of 1998. ANNEX A Shareholders Stock Cert. No. 10% Lock-up Subject Shares For Release ** Progressive Dev't. Corp. 8 14,315,317 9 3,644,836 17,960,153 10 12,196,346 - 12,196,346 Jorge L. Araneta 37 1 1 30,156,500 Vicente T. Paterno 1 13,865,182 2 3,530,227 17,395,409 3 6,882,091 6,882,091 24,277,500 Ma. Teresa P. Dickinson 31 1,041,750 1,041,750 Paz Pilar P. Benares 32 972,250 972,250 Jose Victor P. Paterno 33 972,250 972,250 Ma. Cristina P. Paterno 34 972,250 972,250 Ma. Elena Paterno 35 972,250 972,250 Total Paterno Shares 29,208,250 Asian Holdings ______ 17,395,706 17,395,706 Corporation ______ 11,813,044 11,813,044 29,208,750 Agus Dev't. Corp. 21 8,824,452 22 2,246,802 11,071,254 23 7,518,244 7,518,244 Jacob U. Tagorda, Jr. 39 1 1 Jesus R. Montemayor 40 1 1 18,589,500 Manuel U. Agustines 11 756,555 12 192,627 949,182 13 644,568 644,568 1,593,750 Alakor Corporation 28 3,666,234 29 933,463 4,599,697 30 3,123,553 3,123,553 7,723,250 Alfredo C. Ramos 14 3,462,231 15 881,522 4,343,753 16 2,949,747 2,949,747 7,293,500 PSC (Treasury Shares) 36 12,288,200 12,288,200 National Life 18 2,042,638 19 520,078 Benjamin L. de Leon 38 1 2,562,717 Dante G. Santos 17 3,473,000 M.H.R. Santos 24 210,323 25 937,814 4,621,137 Footnotes ** at the end of the lock-up period