ABS-CBN Holdings Corporation (ABSHC) (formerly Worldtech Holdings Corporation)A Special Purpose Vehicle of ABS-CBN Broadcasting Corporation for the Issuance of Philippine Deposit Receipts

September 22. 1999 PSE CIRCULAR FOR BROKERS NO. 2375-99 SUBJECT : ABS-CBN Holdings Corporation (ABSHC) (formerly Worldtech Holdings Corporation) A Special Purpose Vehicle of ABS-CBN Broadcasting Corporation for the Issuance of Philippine Deposit Receipts I. THE INSTRUMENT Description of Philippines Deposit A Philippine Deposit Receipt Receipts/Nature of Instrument (PDR) is a security which grants the holder the right to delivery or sale of one (1) common share of ABS- CBN Broadcasting Corporation or ABS-CBN (the Underlying Share) and to certain other rights, including additional PDRs or adjustments to the terms upon the occurrence of certain events in respect of rights issues, capital reorganizations, offers and analogous events or the distribution of cash in the event of a cash dividend relating to the other shares. A PDR will allow access to a broader investor base, including international Investors. The instrument is a Philippine Deposit Receipt and is not a Depositary Receipt in the usual manner in which the latter instrument is known nor does it bear the features of the latter instrument. The-PDR is essentially an instrument that grants a right to its holder to the delivery in the holder's name (to the extent that he/it is qualified to own the underlying shares) or to cause the sale of the underlying shares and receive the proceeds of such sale. Unlike ADRs or other depositary receipts, the PDRs- are not evidences/certificates of ownership of a foreign/foreign-based corporation of the underlying shares. On the contrary, for as long as the PDR remains unexercised by its holder, the PDR holder has no right of ownership over the underlying shares and all such ownership rights pertain to and belong to the issuer, in this case ABSHC. As PDR is not a certificate of ownership, then ABSHC maintains rights of ownership over the underlying securities. Applicable Law: Philippine Laws ABS-CBN Holdings Corporation (formerly Worldtech Holdings Corporation), a corporation duly incorporated under Philippine laws whose sole purpose is to acquire the underlying ABS-CBN shares and issue PDRs relating to such underlying shares. Location of Principal Office of Issuer: 4th Floor, Benpres Building, Exchange Road, Pasig City Total Number of PDRs for Listing Up to 272,000,000 PDRs Underlying Shares ABS-CBN common shares coming from: 1. Exchanging Shareholders - Existing ABS-CBN Shareholders 130,000,000 to -140,000,000 shares 2. Principal Shareholder- Lopez, Inc. 120,000,000 shares (plus greenshoe option of 12,000,000 shares) Pledge of Underlying Shares The underlying shares will be pledged in favor of a Security Agent on behalf of the PDR holders in order to secure the obligations of the Issuer to the PDR holders under the PDR Instrument. In order to constitute the pledge, the underlying shares must be delivered to the Security Agent who shall hold such shares on behalf of the PDR Holders. In the event of default, the Security Agent is obligated to foreclose the pledge. Issue Managers and Lead ING Barings Underwriters Jardine Fleming Securities Limited PDR Agent/ Registrar Securities Transfer Services, Inc. Security Agent Philippine Central Depository, Inc. Board of Directors and Management Oscar M. Lopez Of ABS-CBN Holdings Corporation Eugenio Lopez III Manuel M. Lopez Presentacion L. Psinakis Rommel S. Duran Enrique I. Quiason - Corporate Secretary TENTATIVE TIMETABLE Pricing Date September 29, 1999 or any date from September 29 to October 1, 1999 Crossing Date October 5, 1999 or any date from September 30 to October 6, 1999 Listing Date October 7, 1999 or any date from October 5 to October 13, 1999 II. EXCHANGE OFFER OF ABS-CBN SHARES FOR PDRS Exchange Offer Ratio Principal Shareholder shall be entitled to sell one (1) common share of ABS CBN for every one (1) common share that they own in exchange for the net proceeds from the sale of a corresponding number of PDRs in the International Offer (less any applicable taxes, fees and expenses). Exchanging Shareholders shall be entitled to exchange one (1) common share of ABS-CBN held in their name for one (1) PDR (less any applicable taxes, fees and expenses). Exchange Offer Period (Initial) Start September 22, 1999 End - shares held in certificates September 24, 1999 End - scripless October 1, 1999 For shares lodged with PCD (scripless), beneficial owners of ABS- CBN shares as of October 1, 1999 shall be entitled to exchange shares for PDRs. Thus, the last day to purchase ABS-CBN shares in order to qualify for the Exchange Offer will be September 27, 1999. Subsequent Exchange Offer Period Anytime after listing a shareholder can exchange one ABS-CBN share for a PDR as long as PDRs do not exceed 272 M PDRs listed Mechanics for Exchange Mechanics for Exchange Offers are included in the Exchange kits. III. PDR OFFERING (ONLY FOR THE INTERNATIONAL OFFER) Number of PDRs for International Up to 132,000,000 PDRs Offering Offer Price/Exercise Price The Offer Price consists of the PDR Option Price and the Deposit and is payable upon subscription to the PDRs. The Offer Price of the PDR is broken down as follows: PDR Option Price: P0.10 Deposit: Cost of underlying share less PDR Option Price (P0.10) and PDR Exercise Price (P0.10) The Cost of Underlying Share shall be determined during the book- building Period. cdasia Book Building & International Offer Period Start September 20, 1999 End September 29, 1999 IV. EXERCISE OF PDRS Conversion/Exercise Ratio 1:1 Conversion/Exercise Price P0.10 (Deposit on the Exercise Price shall be applied by the Issuer towards payment for the underlying shares upon exercise) Life of PDRs Perpetual Exercise Period From Listing Date and any time thereafter Exercise Right Each PDR is exercisable upon payment of the Exercise Price and will entitle the Holder, as permitted by Philippine law, to either (i) the delivery of or (ii) the sale of and payment of proceeds from the sale of one Share. Mechanics for Exercise/Conversion of Mechanics for Exercise PDRs to ABS-CBN shares /Conversion of PDRs to ABS-CBN shares are included in the Exchange kits. V. SUSPENSION PERIOD FOR TRADING OF ABS-CBN SHARES: September 30, October 1, and 4, 1999 VI. APPLICABLE TAXES: Documentary Stamp Tax: Transfer of Shares to ABSHC To be assumed by ABSHC P1.50 for every P200.00 based on underlying par value of P1.00 Issuance of PDRs To be assumed by ABSHC P2.00 for every P200 based on par value of underlying share Stock Transaction Tax: Transfer of Shares to ABSHC To be assumed by Exchanging Shareholder1/2 of 1% of cross price Any change in the abovementioned dates will be circularized as soon as the Exchange receives an advice from the Issuer. (SGD.) JOSE LUIS U. YULO, JR. President & CEO