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Ayala International Invests in Singapore Property Company

PSE Circular for Brokers No. 2187-99 • Philippine Stock Exchange • Circulars for Brokers • Sep 1, 1999

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September 1, 1999 PSE CIRCULAR FOR BROKERS NO. 2187-99 August 31, 1999 Securities and Exchange Commission Director Linda A. Daoang Money Market Department S.E.C. Building, EDSA Mandaluyong City Philippine Stock Exchange Disclosure Department Listing and Disclosure Group 4/F PSE Center, Exchange Road Ortigas Center, Pasig City SUBJECT : Ayala International Invests in Singapore Property Company Gentlemen: Please be informed that Ayala Corporation's wholly-owned subsidiary, Ayala International Pte. Ltd. (Ayala International), has agreed to purchase Keppel TatLee Bank Limited's (Keppel TatLee Bank) 36,841,545 shares or 49.12% interest in TLB Land Limited (TLB Land), a publicly-listed company in Singapore, at SGD 2.02 per share or SGD 74.4M. This acquisition will be made through Ayala International's wholly-owned subsidiary, Ambeca Ptc Ltd (Ambeca). As Ambeca will acquire more than 25% of the shares in TLB Land, Ambeca will be required to make a mandatory general offer to the other shareholders of TLB Land to acquire the remaining shares in TLB Land in compliance with Singapore take-over legislation and rules. prcd Ayala International has an issued share capital of S$ 124,427,803 comprising 124,427,803 ordinary shares of SGD 1.00 each. To date, Ayala International has invested principally in properties, property joint ventures and listed shares of property companies in the Asia-Pacific region through its wholly-owned subsidiary, Ayala International Properties Pte. Ltd. (Ayala International Properties). Ayala International Properties currently holds minority joint venture stakes in two Singapore companies, namely, Hermill Investments Pte. Ltd, which is the owner of the Forum Shopping Mall and Office Tower on Orchard Road and Stevens Park Pte. Ltd, owner of Parc Stovens, a residential development project on Stevens Road. Ayala International, through a wholly-owned subsidiary, also recently made a minority investment in Asia Standard International Group, a publicly-listed property development company in Hongkong. llcd TLB Land is an investment holding company whose principal business is property development and investment. Keppel TatLee Bank, the vendor of the 49.1% stake in TLB Land, is a Singapore bank within the Keppel group of companies. Keppel Corporation is a government-linked company. The Ayala Group (defined as Ayala Corporation and its subsidiaries), through Ayala International, intends to make TLB Land its regional property development and investment vehicle principally for Asian markets outside the Philippines, where Ayala Corporation already controls listed property company, Ayala Land, Inc. While Ayala Corporation continues' to pursue opportunities in the international market, its primary Focus and commitment remain in the domestic market. With TLB Land as its regional property vehicle and given the importance of sourcing competitively priced capital for property companies, the Ayala Group will be able to take advantage of Singapore's position as one of the premier regional business centres and benefit from an enhanced ability to tap the increasingly deep and sophisticated capital markets. Ayala International believes there may also be opportunities to consolidate some of its existing property-related investments. into TLB Land in the future. A company associated with Keppel TatLee Bank, Keppel Land Limited (Keppel Land), intends to buy four companies (Proposed Disposals) from TLB Land in due course. The four companies are Bukit Hill Development Pte. Ltd, Evansville Investments Pte. Ltd, Tat Chuan Development Pte. Ltd, all of which are wholly-owned by TLB Land, and Sin Lee Investment Holdings Pte. Ltd which is 63% owned by TLB Land. The properties owned by these companies include a 1,280 sqm freehold site at Devonshire Road, a 1,039 sqm freehold site at Caimhill Circle, three parcels of land totaling 5,195 sqm on a 999-year site at Man Thoma Road and a 12,929 sqm plot of land in Shanghai. Any disposal will be based on agreement being reached on the net asset value of the four companies, after taking into account revaluation of major property development assets, and will be subject to the approval of shareholders of TLB Land. prcd The possibility of joint ventures between Keppel Land and TLB Land in relation to certain property projects, in the event of the Proposed Disposals taking place, is presently being discussed. Further information on the above investment transaction would be made available following the dispatch of the Singapore offer document to shareholders of TLB Land in due course. The foregoing is submitted in compliance with the rules of the Securities and Exchange Commission and the Philippine Stock Exchange. Very truly yours, (SGD.) RUFINO LUIS T. MANOTOK Managing Director

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