Armstrong Holdings Incorporated
PSE Circular for Brokers No. 2240-99 • Philippine Stock Exchange • Circulars for Brokers • Sep 8, 1999
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September 8, 1999 PSE CIRCULAR FOR BROKERS NO. 2240-99 September 7, 1999 DISCLOSURE DEPARTMENT Philippine Stock Exchange Centre 4th Floor PSE Centre, Exchange Road Ortigas Center, Pasig City Attention: Ms . Grace De Guia Assistant Manager RE : Armstrong Holdings Incorporated Gentlemen: The Board of Directors convened in a duly called special meeting today at 5:00 p.m. Mr. King, the. Chairman, informed the Board that he has reached an agreement with Mr. Dante Tan for him to sell and for the latter to purchase 107,000,000 shares of stock of Armstrong Holdings, Inc. (the Company or AHI) which Mr. King directly and indirectly own. Mr. King expressed to the Board that the entry of Mr. Tan into the Company will benefit everyone since Mr.-Tan intends to make AHI the holding company of his investments. Nonetheless, he added, Mr. Tan revealed that, as earlier disclosed with the Securities and Exchange Commission and the Philippine Stock Exchange, all planned infusions and fold-ins, currently under negotiation, of the gaming companies of Mr. Tan, namely, BW Gaming & Entertainment Corp. and Bingo Bonanza shall still be undertaken with BW Resources Corp. Mr. King intimated to the Board that the agreement for the sale and purchase of AHI shares might be finalized anytime today or tomorrow. llcd In this regard, the Board of Directors, by a unanimous vote, approved and ratified the following resolutions: "WHEREAS, it is timely for and beneficial to Armstrong Holdings, Inc. (the Company) to refocus its investments by monetizing its existing assets and reinvesting in other ventures where there are potentials for better profitability; RESOLVED, THEREFORE, that the Company be, as it is hereby authorized to purchase ONE HUNDRED NINETY ONE MILLION PESOS (Php 191,000,000.00) worth of BW Resources, Inc. shares at the closing price of the immediately preceding trading day. FURTHER RESOLVED, that the Company be, as it is hereby authorized to divest and sell ONE HUNDRED TWENTY MILLION (120,000,000) shares of Orion Savings Bank for ONE HUNDRED THIRTY SIX MILLION (Php 136,000,000.00) or thereabout and EIGHTY THOUSAND (80,000) shares of Armstrong Securities, inc. for SIXTEEN MILLION (Php 16,000,000.00) or thereabout to fund the above mentioned acquisition. prcd RESOLVED, FINALLY, that the above resolutions be undertaken in the most expeditious manner and that for this purpose, Ms. Christine P.. Base and/or Ms. Joselyn C. Tiu be authorized, empowered and directed in the name and for the account of the Company to take or cause to be taken any and all such other and further action, and to execute, acknowledge and deliver any and all such instruments as it may be necessary, proper or convenient in order to carry out the intention of the above resolutions." On closing, Mr. King announced to the Board that Mr. Tan is making an offer to purchase the shares of other shareholders of the Company who wish to dispose of their holdings in AHI. The offer price is at Php 2.75 per share, the same price at which Mr. Tan is acquiring the AHI shares from Mr. King. For your information. Very truly yours, (SGD.) CHRISTINE P. BASE Assistant Corporate Secretary
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