PSE Circular for Brokers No. 243-98

February 27, 1998 PSE CIRCULAR FOR BROKERS NO. 243-98 February 26, 1998 NOTICE ON PARTICIPATION OF SHAREHOLDERS OF JOLLIBEE FOODS CORPORATION ("JFC") IN THE OFFERING TO THE PUBLIC OF UP TO 253,000,000 COVERED WARRANTS OVER SHARES OF JFC BY QUEENBEE RESOURCES CORPORATION (the "Offer") OVERVIEW Queenbee Resources Corporation (the "Issuer"), a company 50%-owned by JFC proposes to offer up to 253,000,000 Covered Warrants, which grant right to each Warrant Holder to the delivery or sale of an equivalent number of shares of Jollibee Foods Corporation ("JFC"). A Registration Statement for the registration of said Covered Warrants has been filed with and has been the subject of a Pre-effective Letter of the Securities and Exchange Commission (SEC) issued on January 28, 1998, conditioned upon the issuance of a final Order of Effectivity by the SEC. An Application to List the Covered Warrants has also been approved by the Philippine Stock Exchange on February 11, 1998. Based on the Prospectus filed with the SEC and the PSE, existing shareholders of JFC shall be given the opportunity to participate in the Offer by selling a portion of their existing JFC common shares to the Issuer ("Participation Shares"). Such Participation Shares will constitute the underlying shares over which an equivalent number of Warrants shall be issued by the Issuer and offered for sale to the public. In exchange for the shares sold to the Issuer, shareholders who opt to sell their shares (the "Participating Shareholders") shall receive payment in cash from the proceeds of the sale of an equivalent number of Warrants. MECHANICS OF PARTICIPATION Eligibility : Each registered stockholder of JFC as of February 24, 1998 ("Reference Date") shall be entitled to sell to the Issuer up to five (5) shares for every ten (10) shares held as of Reference Date. Participation Ratio : Five (5) shares for every ten (10) shares held as of Reference Date. If the Participation Ratio results in a fraction of a share, then such fraction cannot be sold. Payment Amount : The payment for the Participation Shares shall be in the amount equivalent to the net proceeds of the sale of an equivalent number of Warrants at the Issuer Price (as defined below) under the Offer, it being understood that the expenses of the offer, including the stock transaction tax, documentary stamp tax, PCD fee, broker's commission and other fees and charges, amounting to approximately 4% of the gross Issue Price shall be for the account of the Participating Shareholder. Issue Price of Warrants : The Issue Price of the warrants will consist of the warrant price of P0.50 ("Warrant Price") and deposit in the exercise price (the "Deposit"). The Deposit will be based on a formula as follows: Deposit = (percentage x share price) - Warrant price - Final Exercise Price where, percentage = 90% to 110% JFC share price = the lower of (i) up to the 15-day average or (ii) closing price on the day of pricing Warrant Price = P0.50 Final Exercise price = P0.25 The Warrants are expected to be priced on March 11, 1998, which is one (1) day immediately proceeding the commencement of the warrant offer ("Pricing Date"). Manner of Participation : All interested eligible stockholders who opt to participate in the Offer must complete the following documents (forms attached hereto) and submit the same, together with the duly endorsed stock certificates evidencing the Participation Shares to be sold (if certificated) on the relevant dates and to such Receiving Centers stated herein: (a) Duly executed and notarized Special Power of Attorney, in the form provided by the Issuer, authorizing JFC, acting through any of the following directors, Mr. Tony Tan Caktiong, Mr. Ernesto Tamantiong or Mr. William Tan Untiong, to sell the number of Participation Shares indicated therein (not exceed the Participation Ratio) and to sign, execute and deliver the assignment in favour of the Issuer, on behalf of such Participating Shareholders, including the determination of the final price at which the Participation Shares shall be sold, provided that such price is within the range set forth in "Issue Price of Warrants" hereof; (b) Form of Consent to Sell Shares. Participating Stockholders shall undertake to sign all documents and do all necessary acts to sell the Participation Shares and to enable the Issuer to be registered as holder thereof on Crossing Date (as defined below). If the Participating Shareholder is a corporation, trust or partnership, the Form of Consent to Sell must be accompanied by a notarized secretary's certificate setting forth the resolutions of the Participating Shareholder's Board of Directors or equivalent body, authorizing the sale of the Participation Shares which are the subject of the Form of Consent to Sell and designating the signatories for the purpose. Crossing and Escrow of Shares : The Participation Shares shall be transferred to the Issuer by means of a block sale through the Philippine Stock Exchange at 12:10 p.m. on Pricing Date (the "Crossing Date"). All stock certificates representing the Participation Shares shall, from the Participation Date to the Crossing Date, be deposited and held in escrow by the appointed Escrow Agent. Stock certificates to be issued in the name of the Issuer following the cross sale shall likewise be held in escrow by the Escrow Agent. Payment Procedure : Payment for the Participation Shares SHALL NOT be made immediately upon surrender of the stock certificates or submission of the required documents. Payment shall be made by means of a check made out in favor of the relevant Participating Shareholder and crossed "Payee's Account Only" for such Payment Amount, and shall be made available at the offices of RCBC within five (5) Banking Days from the listing of the Warrants on the Philippine Stock Exchange, which listing is expected to take place on March 25, 1998 (the "Listing Date"). If not claimed, such check shall be mailed or delivered at the Participating Shareholder's risk, to the address specified by the Participating Shareholder in the Form of Consent to Sell. CONDITION OF TRANSFER The transfer of the Participation Shares to the Issuer shall be conditioned upon the completion of the Offer. Hence, should the Offer not take place, for any reason whatsoever, the Issuer shall not be obligated to purchase the Participation Shares. In the event that the Participation Shares have not yet been crossed on the PSE, the Issuer shall, through the Escrow Agent, within ten (10) Banking Days from notice of the cancellation of the Offer, return all Participation Shares, by making available all stock certificates representing such Participation Shares at the office of RCBC. If not claimed, such stock certificates shall be mailed or delivered at the Participating Shareholder's risk, to the address specified by the Participating Shareholder in the Form of Consent to Sell. If the Participation Shares have been crossed on the PSE and the Offer does not take place, then such Participation Shares shall be transferred back to the Participating Shareholders, by means of a cross sale to be effected through the facilities of the PSE. In which case, the Participating Shareholder agrees to assume the stock transaction tax, PCD fee and other fees due on such cross sale. ACTION TO BETAKEN To be valid, the enclosed Form of Consent to Sell, Irrevocable Power of Attorney, Stock Certificate(s), and other required documents, must be submitted TO THE OFFICES OF RCBC, SEN. GIL J. PUYAT AVENUE, MAKATI CITY ON OR BEFORE 5:00 p.m. ON FRIDAY, MARCH 6, 1998 OR IN THE CASE OF PROVINCIAL STOCKHOLDERS, ON OR BEFORE 12:00 NOON ON THURSDAY, MARCH 5, 1998 TO ANY OF THE FOLLOWING REGIONAL RECEIVING CENTERS IN THE ATTACHED LIST. If the executed Form of Consent to Sell and the Irrevocable Power of Attorney or any of the other required documents have not been received from you by the applicable dates, it shall be assumed that you do not wish to sell any of your shares. RCBC will not accept any Form of Consent to Sell, Irrevocable Power of Attorneys, Stock Certificate and other required documents sent by mail . Please ensure that you receive the Acknowledgment Receipt duly signed by authorized representatives of the Receiving Center or of RCBC . Very truly yours, (SGD.) WILLIAM TAN UNTIONG Corporate Secretary To. (1) JOLLIBEE FOODS CORPORATION (2) QUEENBEE RESOURCES CORPORATION From: Name of Shareholder Registered Address Telephone Number In this form, terms used in the Notice from Jollibee Foods Corporation ("JFC") to shareholders dated February 26, 1998 shall have the same meanings. I/We agree that the consent given by us in this From shall be irrevocable and that this agreement shall be binding upon receipt of this Form by JFC. CONSENT TO SELL EXISTING SHARES OF JFC In accordance with the number of shares set forth in the box entitled "Number of Shares Held of Record", I/We certify that I/We own such shares and further represent and warrant that such shares are legally and beneficially owned by me/us and are free from any and all charges, liens, encumbrances and third party claims whatsoever. Number of shares Entitlement Held of Record 5 for every 10 No fractional shares may be sold. In accordance with the terms contained in the Notice, I/We the above-named holders hereby irrevocably consent to sell the following number of common shares in JFC registered in my/our name. We further hereby certify that the following shares are covered by the corresponding stock certificates. Number of Stock Certificate Participation Shares Number(s) The maximum number of Participation Shares cannot exceed the number indicated in the Entitlement. The number of Participation Shares may be less than the number indicated in the Entitlement. If the number of shares stated in the Stock Certificate exceed the number of Participation Shares, RCBC will issue a stock certificate for such excess shares. I/We hereby agree that payment for the Participation Shares shall not be made immediately upon surrender of the stock certificates or submission of the required documents. Payment shall be made by means of a check made out in favor of the relevant Participating Shareholder and crossed "Payee's Account Only" for such Payment Amount, and shall be made available for pick-up at the offices of RCBC within five (5) Banking Days from the listing of the Warrants on the Philippine Stock Exchange, which is estimated to take place on March 25, 1998 (the "Listing Date"). If not claimed, such check shall be mailed or delivered at the Participating Shareholder's risk, to the address specified by the Participating Shareholder in this Form of Consent to Sell. I/We hereby agree that the transfer of the Participation Shares to the Issuer shall be conditioned upon the completion of the Offer. Hence, should the Offer not take place for any reason whatsoever, the Issuer shall not be obligated to purchase the Participation Shares. In the event that Participation Shares have not yet been crossed on the PSE, the Issuer shall, through Escrow Agent, within ten (10) Banking Days from notice of the cancellation of the Offer, return all Participation Shares, by making available all stock certificates representing such Participation Shares at the office of the Receiving Agent. If not claimed, days after notice of availability, such stock certificates shall be mailed or delivered at the Participating Shareholder's risk, to the address specified by the participating Shareholder in the Form of Consent to Sell. If the participation Shares have been crossed on the PSE and the Offer does not take place, then such Participation Shares shall be transferred back to the Participating Shareholders, by means of a cross to be effected through the facilities of the PSE. In which case, I/We hereby agree to assume the stock transaction tax, PCD fee and other fees due on such cross sale. IF YOU DO NOT SUBMIT THE COMPLETED FORM BY THE APPLICABLE DATES, IT SHALL BE ASSUMED THAT YOU DO NOT WISH TO SELL ANY OF YOUR SHARES. YOUR CONSENT TO SELL YOUR SHARES SHALL BE INVALID UNLESS YOU COMPLETE THE ENCLOSED IRREVOCABLE POWER OF ATTORNEY AND SUBMIT THE SAME, TOGETHER WITH YOUR STOCK CERTIFICATES (S) AND THE OTHER REQUIRED DOCUMENTS, WITH THIS FORM OF CONSENT TO SELL TO THE RELEVANT RECEIVING CENTERS OR TO RCBC. Date: Name of Signatory(ies): (1) ________________ (2) ________________ Signed: (1) ________________ (2) ________________ IRREVOCABLE POWER OF ATTORNEY relating to the sale of shares in Jollibee Foods Corporation I/We _____________________________________________ with address at _____________________ hereby irrevocably appoint Jollibee Foods Corporation, acting through any of its duly authorized Directors, Mr. Tony Tan Caktiong, Mr. Ernesto Tanmantiong, Mr. William Tan Untiong, to be my/our attorney in fact and in my name and on my behalf and as to take any action or step in connection with the sale of the _______ common shares (the "Participation Shares") held by me/us in Jollibee Foods Corporation (the "Company") to Queenbee Resources Corporation for the purpose of issuing warrants over such Participation Shares, as it may in its absolute discretion think fit, and in particular: (a) to represent and warrant to Queenbee Resources Corporation that such Participation shares are beneficially owned by me/us, fully paid and non-assessable and free from all charges, liens, encumbrances and third party claims whatsoever; (b) to determine the manner of sale, the price and other terms and conditions upon which the Participation Shares shall be sold to Queenbee Resources Corporation; (c) to receive and hold the payment representing the net proceeds of the sale of the Participation Shares from Queenbee Resources Corporation (after deducting my/our pro-rata share in the commissions, taxes, fees, expenses and other related costs of the sale), in the form of cash, in accordance with the instructions set forth in the Form of Consent to Sell and to remit such net proceeds to me/us as I/we shall instruct; (d) to sign, execute and complete in my behalf any agreement or document required in connection with or for the purpose of the sale of the Participation Shares and to endorse the appropriate stock certificates for such Participation Shares and to procure that any transfer of the same is effected, in the stock and transfer books of the Company or in the system of the Philippine Central Depository; (e) to do or cause to be done any and all such acts and things as shall be necessary or desirable to effect the sale of the Participation Shares to Queenbee Resources Corporation. prLL HEREBY CONFIRMING AND RATIFYING everything which the Company or any of its duly authorized directors or officers shall do or purport to do under this Power of Attorney and hold the Company, its directors, officers, agents, employees or representatives, free from any liability and agree to indemnify the latter from any claims, damages, liabilities which may result, directly or indirectly, from the performance of the transactions pursuant to the terms of this Power of Attorney. This Power of Attorney is given in consideration of the Company effecting the sale of the Participation Shares to Queenbee Resources Corporation and of the latter completing an offer of warrants over such shares as soon as possible. If the foregoing events are not made, this Power of Attorney shall automatically lapse without need of any act on my/our part. This Power of Attorney shall be governed by and construed in accordance with the laws of the Philippines. IN WITNESS WHEREOF, this power of attorney was executed on this ____ day of _____, 1998. _________________________ Signature over Printed Name of Stockholder Witness Name: _______________ __________________ Signatures of Witness Note: (1) This of Attorney must be witnessed and, if executed in the Philippines, duly notarized . ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES ) CITY OF ) S.S. BEFORE ME, a Notary Public for and in ___________, Philippines on this ___ th day of ________ 1998, personally appeared the following with his/their respective Community Tax Certificate(s), to wit: Name C.T .C. No. Date/Place of Issue known to me and to me known to be the same persons who executed the foregoing instrument and who acknowledged to me that the same is their free will and voluntary act and deed that of the corporations they respectively represent. WITNESS MY HAND AND NOTARIAL SEAL on the date and place first above written. Doc. No. Page No. Book No. Series of 1998.