PSE Circular for Brokers No. 277-98

March 4, 1998 PSE CIRCULAR FOR BROKERS NO. 277-98 1. 3 March 1998 Date of Report 2. SEC Identification Number: 167423 3. BIR Tax Identification Number: 320-000-477-103 4. MEGAWORLD PROPERTIES & HOLDINGS, INC. Exact name of registrant as specified in its charter 5. Metro Manila Province, Country or other jurisdiction of incorporation or organization 6. (SEC Use Only) Industry Classification Code 7. 28th Floor, The World Centre 330 Sen. Gil J. Puyat Avenue Makati City, Philippines 1227 Address of principal office 8. (632) 867-8826 to 40 Registrant's telephone number, including area code 9. Securities registered pursuant to Sections 4 and 8 of the Revised Securities Act Authorized Class Capital Stock Subscribed Paid-Up Common 4,200,000,000 2,791,229,999 2,791,229,999 Preferred 4,000,000,000 1,000,000,000 1,250,000,000 10. Item Number 9 Megaworld Properties & Holdings, Inc. ("Megaworld") will subscribe, under a private placement arrangement, to One Billion Five Hundred Million (1,500,000,000) common shares of Empire East Land Holdings, Inc. ("Empire East"), a majority-owned subsidiary of Megaworld. Negotiations for the private placement offering, which started late last year, culminated in the signing of a subscription agreement this afternoon between Megaworld and Empire East. Under the subscription agreement, the purchase price for the common shares shall be one hundred and twenty percent (120%) of the previous twenty (20) days' average closing bid price at the time of execution of the subscription agreement but in no case less than the par value of P1.00. Megaworld commits to hold on to the common shares for at least three (3) years from the date of issuance thereof. Said subscription by Megaworld is being made pursuant to Megaworld's desire to increase its investment in Empire East in view of the bright prospects for the medium to low-cost housing market. The subscription is, however, conditioned upon the issuance by the Securities and Exchange Commission of a certificate of exemption from registration of the common shares subject of the private placement offering. SIGNATURE 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. MEGAWORLD PROPERTIES & HOLDINGS, INC. By: (SGD.) CIRILO L. MANLANGIT SVP-Corporate Management March 3, 1998 SUBSCRIBED AND SWORN to before me this 3rd day of March 1998, affiant exhibiting to me his Community Tax Certificate No. 01437285 issued on 20 January 1998 at Makati City, Philippines.