PSE Circular for Brokers No. 1793-98

July 31, 1998 PSE CIRCULAR FOR BROKERS NO. 1793-98 July 30, 1998 Philippine Stock Exchange 4/F Philippine Stock Exchange Center PSE Center, Exchange Road Ortigas Center, Pasig City Attention: Compliance and Surveillance Department Dear Sirs : Grand Plaza Hotel Corporation ("GPHC") I-9003 In connection with the proposed buyback offer disclosed to your office last 17 July 1998, we enclose a copy of the offer letter and selling form which will be sent after 1 August 1998 to all GPHC's shareholders as of the record date 10 August 1998. The offer letters and selling forms will be mailed to all entitled shareholders after a determination of each shareholder's allocation based on GPHC's books. This advice has been prepared in compliance with existing regulations on material disclosures of the Securities and Exchange Commission ("SEC") and the Philippine Stock Exchange ("PSE"). Kindly enter this as part of your records. Thank you. Very truly yours, (SGD.) NATIVIDAD B. KWAN Corporate Secretary DRAFT OFFER LETTER GRAND PLAZA BUYBACK TRANSACTION August ,1998 The Shareholders Grand Plaza Hotel Corporation Metro Manila Philippines Dear Sir/Madam : RE : BUYBACK OFFER TO ALL SHAREHOLDERS We write on behalf of Grand Plaza Hotel Corporation ("GPHC" or the "Company"), and advise you that in the meeting of the Board of Directors (the "Board") of GPHC held in Manila on July 17, 1998, the Board approved an offer to purchase from its shareholders of record as of August 10, 1998 (the "Record Date"), issued and outstanding common shares of the Company (the "Buyback") at a price of Twenty Pesos (Php 20.00) per share. In this regard, GPHC has appointed HLG Capital Philippines, Inc. ("HLG") and Guoco Securities (Philippines), Inc. ("GSPI"), jointly, as the Company's Arranger/Sole Transaction Agent to effect the proposed Buyback. The details and estimated timetable for the Buy-back offer are as follows: Record Date Monday, August 10, 1998 Buy-back Ratio Purchase by GPHC of one (1) common GPHC share for every twenty (20) GPHC shares held by each shareholder (the "allocation") Buying Price Php20.00 per common share Offer Period (10 business days) August , 1998 to 12:00 noon on September , 1998 Estimated Closing Date September , 1998 Release of Check Payments September , 1998 to September , 1998 Other Conditions Shareholdings in excess of GPHC shares owned by a shareholder not divisible by 20 are not included in the Buyback We shall promptly inform you accordingly of any change in the timetable. Please find enclosed your selling form containing the details of your allocation based on your GPHC shareholdings as of the Record Date (per the records of the Company's stock and transfer agent ). If you do not wish to sell your allocation, there is no need to submit the selling form and other documents by the deadline, or, if you choose to submit the selling form, please indicate such choice in the box provided in the selling form. On behalf of the Company, HLG and GSPI wish to inform all shareholders that the Buyback offer is a one-time offer and will not be extended or re-offered after the expiration of the offer period. The last day for the submission of your duly executed selling forms and original stock certificates duly endorsed in favor of the Corporate Secretary of the Company, and/or stock assignment forms is 12 : 00 noon on September , 1998 . cdlex Duly executed selling forms and duly endorsed original stock certificates and/or stock assignment forms which are not received by GSPI by 12:00 noon on September , 1998 will not be honored by the Company and will be considered by the Company as a refusal by the shareholder to participate in the Buyback. Kindly send your duly executed selling forms and duly endorsed original stock certificates or stock assignment forms to: Guoco Securities (Philippines,) Inc . Attention : Cecile Jabon or Edgar Vargas 15/F, BA Lepanto Bldg. 8747 Paseo de Roxas Avenue Makati City Contact Tel. No. 810-6801 to 06 All expenses relating to the buy back of your allocation such as stock transaction tax, documentary stamp tax and broker's fees shall be for the account of GPHC. However, issuance fees on additional stock certificates covering unsold shares will be for your account. Thank you. Very truly yours, (SGD.) LORENZO V. TAN President HLG Capital Philippines, Inc. (SGD.) JEROME TAN Vice President & General Manager Guoco Securities (Philippines), Inc. (Copy For: ) Reference Number: Reference_No DRAFT SELLING FORM BUYBACK OFFER OF GHPI COMMON SHARES DEADLINE FOR SUBMISSION IS 12:00 NOON, , SEPTEMBER , 1998. SELLING FORMS AND ORIGINAL STOCK CERTIFICATES DULY ENDORSED IN FAVOR OF THE CORPORATE SECRETARY OF THE COMPANY AND/OR STOCK ASSIGNMENT FORMS NOT RECEIVED BY SUCH DATE AND TIME WILL NOT BE CONSIDERED BY THE COMPANY AND SHALL BE FURTHER DEEMED AS YOUR REFUSAL TO PARTICIPATE IN THE BUYBACK. Name of Shareholder Individual - Last_Name First_Name Middle_Initial Corporation - Company Name Contact Telephone Number: _____________________________________________ Complete Address: _____________________________________________ I accept GPHC's offer and am selling my entire allocation as follows: Shareholdings as of Record Date: GP_Shares_ Shares Allocation at 1:20 ratio (excluding residual shares): Allocation_ Shares Price per Share: Php 20 Amount Payable by GPHC: Php Total_ I accept GPHC's offer and am selling only a portion of my allocation as follows: Number of Shares: Shares Price per Share Php 20 Amount Payable by GPHC: Php _____ ___________________________________________________________________ ( kindly do not forget to fill in the following portion ) Enclosed are: My original and duly endorsed stock certificate number/s ________ Covering __________ common GPHC shares My original stock assignment form for ________ Common shares Verification Details Name of Issuing Stockbrokerage: ______________________________ Contact Person: ______________________________ Contact Telephone Number: ______________________________ Please issue the stock certificate/s covering the balance of my unsold shares (if any) to: ____________________________________________________________________ and deliver this stock certificate/s to the following address: ____________________________________________________________________ I hereby certify that the above information is true and correct: By: ____________________ Received By: __________________ Printed Name of Printed Name: Shareholder: Date/Time: