Invest Asia Corporation Offer to Purchase RFM Common and Preferred Shares

July 29, 1999 PSE CIRCULAR FOR BROKERS NO. 1886-99 July 27, 1999 PHILIPPINE STOCK EXCHANGE, INC. Disclosure Department Listings and Disclosure Group Philippine Stock Exchange Center Exchange Road, Ortigas Center Pasig City Fax No. 637-8811 Attention: Ms . Grace de Guia Compliance Supervisor SUBJECT : Invest Asia Corporation Offer to Purchase RFM Common and Preferred Shares Gentlemen : We are pleased to inform you that Invest Asia Corporation, one of RFM Corporation's majority stockholders, is offering to purchase from RFM Common and Preferred Stockholders One (1) RFM Common Share for every Thirty (30) RFM Common Shares held and/or One (1) RFM Preferred Share for every Thirty (30) RFM Preferred Shares held as of the Record Date July 29, 1999 at an Offer Price of PESOS: SIX & 25/100 (P6.25) less transaction expenses of P0.055, or a net of P6.195 per share. The Offer Period for the Tender Offer is from August 16, 1999 up to and until 5:00 P.M. of September 10, 1999. For your reference, please find attached the Terms and Conditions of the Tender Offer and general procedures to be followed by both individual shareholders and brokerage firms who wish to participate in the said tender offer. LLpr Thank you very much. Very truly yours, (SGD.) ATTY. CRISTINA D. REYES Corporate Secretary TERMS OF THE TENDER OFFER The Bidder Invest Asia Corporation Subject Shares RFM Corporation Common and Preferred Shares Receiving Agent Far East Bank and Trust Company Crossing Agent PCIB Securities, Inc. Tender Offer Invest Asia Corporation is offering to purchase RFM Common and Preferred Shares at the Offer Price from all eligible RMF Common Stockholders as of Record Date. Offer Price PESOS: SIX & 25/100 (P6.25) per RFM Common or Preferred Share tendered less transaction expenses of P0.055, or a net of P6.195 per share. Tender Offer Expenses All expenses, including but not limited to cost of capital gains tax, documentary stamp tax, brokerage fees, value-added tax, PCD fees, stock certificate cancellation costs, and mailing expenses pertinent to the Tender Offer, as well as other such activities leading to the said tender offer, shall be for the account of the Seller. Entitlement & Offer Ratio Every existing RFM Common and Preferred Stockholder as of Record Date is entitled to tender One (1) RFM Common Share for every Thirty (30) RFM Common Shares held and/or One (1) RFM Preferred Share for every Thirty (30) RFM Preferred Shares, held as of Record Date, to Invest Asia Corporation at the specified offer Price. prLL Record Date July 29, 1999 Offer Period August 16 to September 10, 1999 Acceptance of Applications Applications shall be deemed automatically accepted at the end of the Offer Period unless sooner withdrawn in writing. The notice of withdrawal, to be effective, must be received by the Receiving Agent (in case of certificated shares) or the Crossing Agent (in case of PCD-lodged shares) before the end of the Offer Period. Payments for Tendered Shares Check payments shall be made available within five (5) business days after the cross of all tendered shares in the Philippine Stock Exchange, for pick-up by the applicant at the office of RFM Corporation's Transfer Agent, Far East Bank and Trust Company, 9/F FEBTC Centre, Senator Gil J. Puyat Ave., Extension, Makati City, Tel. Nos. 891-4752, 845-9484, 845-9477 & 845-9471. Check payments that remain unclaimed after a period of thirty (30) business days thereafter shall be sent by registered mail to the address stated in the application form at the risk of the applicants. APPLICATION 1. RFM Common and Preferred Shares with Stock Certificates RFM Common and Preferred Stockholders who wish to tender RFM and/or Preferred Shares which are m stock certificate form should accomplish the Application to Tender Shares (the "Application") and submit the same together with the relevant RFM Common and/or Preferred Stock Certificate(s), duly endorsed in blank to the Receiving Agent, Far East Bank and Trust Company, 9/F FEBTC Centre, Senator Gil J. Puyat Ave. Extention, Makati City, Tel. Nos. 891-4752, 845-9484, 845-9477 & 845-9471, not later than 5:00 p.m. on the date of closing of the offer *Note: Invest Asia, through its authorized Receiving Agent, will be mailing Notices of Tender Offer and Subscription Forms to all eligible RFM Common and Preferred Shareholders beginning August 9, 1999. II. RFM Common and Preferred Shares Lodged with the PCD (Scripless) All eligible and participating RFM Common and Preferred Shares held by brokers under their respective Philippine Central Depository (PCD) accounts to be electronically transferred to PCIB Securities, Inc. (PCIBSI) PCD Account B131. PCIBSI will act as custodian in trust for the RFM Common and Preferred minority shareholders. The transfer period shall begin on August 16, 1999 and shall end on the last day of the offer period, September 10, 1999. Only RFM Common and Preferred shareholders who purchased shares up to July 22, 1999 will be eligible to participate in the tender offer. PCD has provided PCIBSI with an account of the number of eligible shares each broker can submit and any shares submitted beyond this number will be rejected by PCIBSI. LLjur All PCD charges for transfers and/or retrievals will be for the participating broker's account. Therefore, each participating broker is encouraged to effect only one transfer for all his clients. The swap ratio is one (1) RFM Common share for every thirty (30) RFM Common shares held and/or one (1) RFM Preferred Share for every thirty (30) RFM Preferred Shares held as of Record Date. For participating brokers whose clients wish to include their fractional shares in the tender offer, the broker may, at his own initiative and for his own account, consolidate the fractional RFM Common and/or Preferred shares to form exchangeable blocks. PCIBSI will distribute payment on settlement date of the cross transaction (T+4). For orderly transfer and accurate tracking, the participating broker should fax, then deliver in original, a letter to PCIBSI (see attached sample) for the attention of Ms. Gretel D. Orejudos citing the exact number of shares being transferred and thus committed to the tender offer. Please fax to numbers 750-6287. PCIBSI will fax back receipt and conforme. _______________ Date PCIB SECURITIES, INC. 20/F PCIB Tower I, Makati Ave., Makati City Attention: Mr. Ramon Vicente T . Kabigting Vice President And General Manager MS. GRETEL D. OREJUDOS Operations Manager Gentlemen, ______________________ is delivering ________ Common Shares and/or ______ Preferred Shares of RFM Corporation, representing the eligible holdings purchased up to July 22, 1999 of our clients who wish to participate in the Tender Offer of Invest Asia Corporation. Our clients commit to sell and authorize PCIB Securities, Inc. (PCIBSI) to sell these RFM Common and/or Preferred Shares under the terms of the Tender Offer. These RFM Common and/or Preferred Shares will be held in custodianship by PCIBSI until such time that the cross of the RFM Common and/or Preferred Shares in the Philippine Stock Exchange has been effected by PCIBSI. LLphil Thank you very much. Very truly yours, _______________ Authorized signatory/ies PCIBSI hereby accepts _______ RFM Common Shares and/or ___ RFM Preferred Shares from _________ and shall hold these shares in custody for purposes of selling them to Invest Asia Corporation and settling the same sale under the terms and conditions of said corporation's Tender Offer. Acceptance and Conforme: __________________ PCIBSI authorized signatory