PSE Circular for Brokers No. 1947-98

August 21, 1998 PSE CIRCULAR FOR BROKERS NO. 1947-98 SECURITIES & EXCHANGE COMMISSION SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11(a)-a(b)(3) THEREUNDER 1. Date of Report August 21, 1998 2. SEC Identification Number PW-475 3. BIR TIN No. 049-000-168-980V 4. Name of Registrant SIME DARBY PILIPINAS, INC. 5. Incorporated under Philippine Makati City, M.M. law; domicile & principal office 6. Industry Classification Code 7. Address of Principal Office Sime Darby Building, Ayala Avenue & Malugay St., Makati City, Metro Manila 8. Telephone No. 844-94-27; area code: 1255 9. Securities registered pursuant to Section 4 & 8 of the RSA: Authorized capital stock 50,000,000 shares; per P10.00/share Common shares outstanding 39,062,500 shares; per P10.00/share 10. Report on Item 9 Other Events; tender offer; voluntary delisting A tender offer proposal by SD Far east (1991) Limited (SDFEL), the majority stockholder of the Corporation was presented before the Board of Directors in its meeting this morning. As a condition of the proposed offer, SDFEL will require SDPI to be taken private simultaneous to, or immediately after the close of the offer. Other than this condition the proposed offer shall be unconditional and will not be affected by the number of shareholders or the number of shares to be tendered during the offer period. After discussing SDFEL's proposal, the Board of Directors authorized the corporation to file and obtain approval for voluntary delisting of its shares from the Philippine Stock Exchange (PSE). It was also resolved that subject to such PSE approval and the consent of the Securities and Exchange Commission (SEC) where such consent is required, the voluntary delisting of the shares of the corporation at the PSE take effect immediately after the completion of the tender offer to be conducted by SD Far East (1991) Limited. LexLib (A request for suspension of trading of the Registrant's shares on August 21, 1998 was submitted to the Philippine Stock Exchange (PSE) on August 20, 1998, and the PSE confirmed that the trading halt will be implemented.) 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. SIME DARBY PILIPINAS, INC. by: (SGD.) ATTY. RONALD E. JAVIER Vice-President, Corporate & Legal Affairs