City & Land Developers, Inc. Offering Circular

October 28, 1999 PSE CIRCULAR FOR BROKERS NO. 2776-99 SUBJECT : City & Land Developers, Inc. Offering Circular EXECUTIVE SUMMARY Release of the Circular to update Signatories for the Proof of Authority to Sign Notice and Undertaking October 28, 1999 Dissemination of the Implementing Guidelines in the Distribution of IPO Shares-through the Exchange November 11, 1999 Book- Building Start November 11, 1999 End November 12, 1999 Awarding of Bids November 13, 1999 Shares Distributed through Book-Building 13,650,000 common shares Minimum Bid Equivalent shares of P500,000.00, and in multiples of 1,000 common shares thereafter. Distribution through Member-Brokers Reservation of Additional Shares Start November 15, 1999 End November 18, 1999 Submission of Notice and Undertaking November 18, 1999 (Submit to the Listings and Disclosure Group three (3) sets of duly signed Notice and Undertaking specifying the number of shares the operating Member-Broker commits to subscribe for and in behalf of its clients. Only the copies of the Notice and Undertaking provided by the Exchange are acceptable. Re- typed versions of the Notice and Undertaking are not acceptable. The original signed Notice and Undertaking must be submitted only to the authorized representatives of the Listings and Disclosure Group at the PSE Plaza in Ayala or at the Listings and Disclosure Group at PSE Centre in Tektite. Faxed copies of the Notice and Undertaking are not acceptable. Operating Member-Brokers who opt not to participate in the City & Land Developers, Inc.'s IPO and those who fail to submit the Notice and Undertaking by 4:00 p.m. will be deemed to have not subscribed to any of the IPO shares.) Offer Period Start November 19, 1999 End - Local Small Investors November 25, 1999 End - Brokers November 25, 1999 (Submit the Subscription Agreements, corresponding check payments and other standard requisite documents for the IPO to cover the actual number of shares awarded to each operating Member-Broker. Representatives from the Receiving Bank will be assigned at the PSE Ayala and PSE Tektite to receive above specified documents. The Exchange shall automatically bill the operating Member-Brokers who fail to submit the above specified documents corresponding to the total number of shares awarded to it.) End - Underwriter November 29, 1999 Tentative Listing Date December 13, 1999 Authorized Capital Stock P400,000,000.00 Par Value P1.00 per share Total Offering (Domestic) Secondary 45,500,000 common shares Total Number of Shares for Listing 175,000,000 common shares Offer Price P3.90 to P6.50 per share Price Setting Date November 12, 1999 Distribution through the PSE 9,100,000 common shares Distribution per Broker To be announced. Payment Terms The offer shares must be paid in full upon submission of the duly accomplished Application to Subscribe form. Payment should be made by local clearing check payable to the order of "SB Capital for City & Land IPO." Checks must be crossed "Payee's Account Only" and dated as of date of the Application. Minimum Subscription 1,000 common shares and in multiples of 1,000 common shares thereafter. Eligible Subscriber The Offer Shares. may be purchased by any person of legal age or corporate entity, provided however, that the subscription of non-Philippine citizens or nationals will not result in the Company exceeding the 40% allowable percentage of foreign ownership under Philippine laws on companies owning real properties. Shares under lock-up Cityland Development Corporation, an existing shareholder of the Company, has agreed not to offer, sell or otherwise dispose of 87,027,381 common shares (49.73%) for a period of one hundred eighty (180) days after the listing of the said shares on the PSE (June 10, 2000). Selling Commission One percent (1 %) of the aggregate peso value of the Offer shares. actually sold through the PSE Member-Brokers within the Offer Period. Location of Principal Office 3rd Floor of Cityland Condominium 10, Tower 1, 6815 H.V. de la Costa Street, Ayala Avenue North, Makati City Issue Manager and Lead Underwriter SB Capital Investment Corporation Selling Agents The Member-Brokers of The Philippine Stock Exchange, Inc. Receiving Bank Prudential Bank Escrow Agent Security Bank Corporation Stock Transfer Agent Professional Stock Transfer, Inc. Independent Auditor SyCip Gorres Velayo & Co. Board of Directors and Management Sabino R. Padilla, Jr. Chairman Stephen C. Roxas Chairman of Executive Committee/ Director Andrew I. Liuson President/Director Grace C. Liuson Executive Vice President Director Helen C. Roxas Director Alice C. Gohoc Director Mateo Armando T. Caparas Director Ma. Lilia T. de Guzman Corporate Secretary Rufina C. Buensuceso Senior Vice President For your information and guidance. (SGD.) MARIA ISABEL T. GARCIA OIC, Listing and Disclosure Group