PSE Circular for Brokers No. 1685-99

July 9, 1999 PSE CIRCULAR FOR BROKERS NO. 1685-99 July 8, 1999 Ms . Grace de Guia Assistant Manager, Disclosure Department The Philippine Stock Exchange PSE Center, Exchange Road Ortigas Center, Pasig City Gentlemen : Please be informed that at the meeting held today, 8 July 1999, the following matters were unanimously approved by the Board of Directors: 1. The acquisition of the entire outstanding capital stock of Twin Ace Holdings Corp., a corporation engaged in the manufacture, sale and distribution of rhum and other liquor products under the tradename of, among others, "Tanduay". Per its interim financial statements as of 30 June 1999, Twin Ace has an adjusted net asset value of approximately Three Billion Pesos (P3,000,000,000). In payment, therefore, of the outstanding capital stock of Twin Ace, the Corporation shall issue in favor of Tangent Holdings Corporation, sole shareholder of Twin Ace, Three Billion (3,000,000,000) new shares. cdpr Tangent Holdings Corporation is concurrently a stockholder of record of the Corporation owning approximately 62.98% of the total outstanding capital stock of the same. Upon consummation of the herein contemplated transaction, it is expected that Tangent shall own 97.07% of the total outstanding capital stock of the Corporation. 2. The increase in capital stock of the Corporation from One Billion Pesos (P1,000,000,000) divided into One Billion (1,000,000,000) shares with a par value of One Peso (P1.00) per share to Five Billion Pesos (P5,000,000,000) divided into Five Billion (5,000,000,000) shares with a par value of One Peso (P1.00) per share in order to accommodate the issuance of Three Billion (3,000,000,000) shares to Tangent; 3. The amendment of the corporate name of the Corporation from "Asian Pacific Equity Corporation" to "TANDUAY HOLDINGS INCORPORATED"; 4. The increase in the number of directors of the Board from seven (7) to nine (9); 5. The delegation to the Board of Directors of the power to amend the corporate by laws; and 6. The calling of a special shareholders' meeting on 24 August 1999 for the purpose of approving the foregoing matters. Said shareholders' meeting shall be convened at 3:00 p.m. at the Kachina Room of the Century Park Sheraton Hotel, Manila. Only shareholders of record as of the close of business on 22 July 1999 shall be entitled to notice of, and to vote at, the special shareholders' meeting. Should you wish further clarification on any matter contained herein, please do not hesitate to let us know. prcd Very truly yours, (SGD.) MA. CECILIA L. PESAYCO Corporate Secretary