PSE Circular for Brokers No. 1788-99

July 20, 1999 PSE CIRCULAR FOR BROKERS NO. 1788-99 SECURITIES AND EXCHANGE COMMISSION SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11(a)-1(b)(3) THEREUNDER 1. January 19, 1999 Date of Report (Date of earliest event Reported) 2. SEC Identification Number CE-02536 3. BIR TIN 003-828-269-V 4. ABOITIZ EQUITY VENTURES, INC. Exact name of registrant as specified in its charter 5. Cebu City, Philippines Province, country or other jurisdiction 6. Industry Classification Code 7. Archbishop Reyes Ave., Banilad, Cebu City 6000 Address of principal office Postal Code 8. (032) 2310-705 Registrant's telephone number, including area code 9. N.A. Former name or former address, if changed since last report 10. Securities registered pursuant to Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common Stock P1 Par Value 5,379,821,574 Amount of Debt Outstanding P2,468,081,000.00 11. Indicate the item numbers reported herein: 2 Item 2. Disposition of Assets In compliance with the disclosure requirements of both SEC and PSE, please find below texts of resolutions passed and adopted by the Board of Directors of AEV at its special meeting held today, July 19, 1999. 1. Resolution authorizing the sale of the company's shares in CIGI & SIG : "WHEREAS, it is Aboitiz Equity Venture's (AEV) strategic direction to focus on its core businesses of electricity and banking and to divest of its non-core holdings at opportune time; cdlex "WHEREAS, the immediate sale of AEV's stake in the following corporations: 1. Southern Industrial Gases, Inc. 2. Vismin Airtech Industrial Gases Corporation 3. Ormoc Oxygen Corporation 4. Davao Oxygen Corporation 5. Davao Oxygen Corporation, 6. Carbonic Philippines, Inc., and 7. Consolidated Industrial Gases, Inc. is consistent with the above-stated strategic direction of the Corporation; "NOW THEREFORE, be it: "RESOLVED, that the Board of Directors of Aboitiz Equity Ventures, Inc. (the "Corporation") authorize, as it hereby authorizes, the Corporation to sell, assign or transfer its total holdings in the above mentioned corporations in favor of BOC (Phils.) Holdings, Inc. "RESOLVED FURTHER, that any one of the following officers, to wit: 1. Mr. Erramon I. Aboitiz 2. Mr. Inaki S. Ugarte 3. Mr. Manuel M. Moraza be authorized, as he is hereby authorized, to negotiate, sign, execute, endorse and deliver the Shares Purchase Agreement, Shares of Stock and such other documents and instruments as may be required, necessary, desirable or incidental to effect and implement the foregoing transactions." Additional Information Consistent with AEV's strategic direction of concentrating on its core businesses, namely power and banking, the Board of Directors is pleased to announce the sale of the company's shares in Consolidated Industrial Gases, Inc. (CIGI) and Southern Industrial Gases (SIG) including its interests in the production companies, to wit: Vismin Airtech Industrial Gases Corporation, Ormoc Oxygen Corporation, Davao Oxygen Corporation, Bacolod Oxygen Corporation, and Carbonic Philippines, Inc., representing 30 percent in each, in favor of British Oxygen Corp. The total selling price is Four Hundred Million Pesos (P400,000,000.00) where AEV is expected to gain P202 Million Pesos. The partnership between AEV and the BOC Group has been both challenging and fruitful. The companies have created a reputation for innovation and reliable service which was made both CIGI and SIG the leading industrial gas manufacturer and supplier in the country. Thus the decision to divest AEV's ownership in these companies was difficult. 2. Resolution authorizing the sale of the company's share in SWCC ; "WHEREAS, it is Aboitiz Equity Venture's (AEV) strategic direction to focus on its core businesses of electricity and banking and to divest of its non-core holdings at opportune time; "WHEREAS, the immediate sale of AEV's stake in South Western Cement Corporation is consistent with the above-stated strategic direction of the Corporation; "NOW THEREFORE, be it: "RESOLVED, that the Board of Directors of Aboitiz Equity Ventures, Inc. (the "Corporation") authorize, as it hereby authorizes, the Corporation to sell, assign or transfer its total holdings in the above mentioned corporations in favor of JMH International Philippines, Inc.: "RESOLVED FURTHER, that Mr. Rizalino S. Navarro, Chairman of the House of Investments, be authorized, as he is hereby authorized, to sign on behalf of AEV the Heads of Agreement; "RESOLVED FINALLY, that any one of the following officers, to wit: 1. Mr. Erramon I. Aboitiz 2. Mr. Luis Miguel Aboitiz 3. Mr. Benjamin A. Cariaso, Jr. be authorized, as he is hereby authorized, to negotiate, sign, execute, endorse and deliver the Shares Purchase Agreement, Shares of Stock and such other documents and instruments as may be required, necessary, desirable or incidental to effect and implement the foregoing transactions." Additional Information In the same meeting, AEV signed an Agreement to Purchase Shares and Advances to sell its interest in South Western Cement Corporation (SWCC) to JMH International Philippines, Inc. The sale will allow AEV to recover its investment and advances totaling to approximately P52 million. JMH will be given a maximum of 6 months to conduct due diligence after which a final sale and purchase agreement will be signed. Thus, as AEV pursues its strategic direction of concentrating on its core businesses, namely power and banking, the Board has approved the sale of AEV's shares in CIGI, SIG and SWCC. The cash generated from these sales will allow AEV to pour in additional funds to strengthen its core businesses without having to resort to loans. These follow similar moves of the company of selling its shares in Republic Cement, Pilipinas Kao and Jardine Aboitiz Insurance Brokers, Inc. AEV has raised close to 2 billion pesos in its divestment efforts. SIGNATURE(S) Pursuant to the requirements of the Revised Securities Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ABOITIZ EQUITY VENTURES, INC. By: (SGD.) JUAN ANTONIO E. BERNAD Corporate Information Officer/ Senior V-P & Chief Financial Officer