PSE Circular for Brokers No. 1895-98

August 14, 1998 PSE CIRCULAR FOR BROKERS NO. 1895-98 August 12, 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 final draft of the offer letter and selling from which will be sent on 14 August 1998 to all GPHC's shareholders as of the record date, 10 August 1998. As previously mentioned in our 30 July 1998 letter to your office, 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. prLL This advice has been prepared in compliance with existing regulations on material disclosures of the SEC and the Philippine Stock Exchange. Kindly enter this as part of your records. Thank you. Very truly yours, (SGD.) NATIVIDAD B. KWAN Corporate Secretary OFFER LETTER GRAND PLAZA BUYBACK TRANSACTION August 14, 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 Buyback offer are as follows: Record Date Monday, August 10, 1998 Buyback 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 24, 1998 to 12:00 noon on September 4, 1998 Estimated Closing Date September 9, 1998 Release of Check Payments September 15,1998 to September 25, 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. LLjur 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 or transfer instructions is 12 : 00 noon on September 4, 1998 . Duly executed selling forms and duly endorsed original stock certificates or transfer instructions which are not received by GSPI by 12:00 noon on September 4, 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 transfer instructions to: Guoco Securities (Philippines), Inc. Attention: Cecile Jaban 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 buyback of your allocation such as stock transaction tax, documentary stamp tax, and broker's fees shall be for the account of GPHC. However, issuance and other related fees on 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 . SELLING FORM BUYBACK OFFER OF GHPI COMMON SHARES DEADLINE FOR SUBMISSION IS 12:00 NOON, FRIDAY, SEPTEMBER 4, 1998 . SELLING FORMS AND ORIGINAL STOCK CERTIFICATES DULY ENDORSED IN FAVOR OF THE CORPORATE SECRETARY OF THE COMPANY AND/OR TRANSFER INSTRUCTIONS 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 Corporation Last_Name First_Name Middle_Initial 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 A copy of my written transfer instructions to my issuing broker to transfer my Grand Plaza shares via Philippine Central Depository, Inc. ("PCDI") to Guoco Securities (Philippines), Inc. ("GSPI") 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: I understand that GSPI will announce the availability of my stock certificates as soon as these are received by GSPI from Grand Plaza's Stock and Transfer Agent. I hereby certify that the above information is true and correct : By: _____________ Received By: _____________ Printed Name of Printed Name Shareholder: Date/Time: