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PSE Circular for Brokers No. 2899-99

PSE Circular for Brokers No. 2899-99 • Philippine Stock Exchange • Circulars for Brokers • Nov 15, 1999

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November 15, 1999 PSE CIRCULAR FOR BROKERS NO. 2899-99 November 12, 1999 PHILIPPINE STOCK EXCHANGE, INC. DISCLOSURE DEPARTMENT Listings and Disclosure Group Philippine Stock Exchange Center PSE Center, Exchange Road Ortigas Center, Pasig City Attention: Mr . Jose Emilio B . Jamir Gentlemen: The stockholders of SELECTA DAIRY PRODUCTS, INC., at a Special Stockholders' Meeting held on November 12, 1999 approved the swap of its shares and/or assets for shares/assets of Philippine Townships, Inc. to be carried into effect by either of the following options; cdll OPTION 1 1. Selecta to create a new company to house the assets of its Milk & Juice Division. cdll 2. Selecta to transfer the assets of its Milk & Juice Division to the new company in exchange for the latter's shares of stock. 3. Selecta to transfer its shares of stock in Selecta Wall's Inc.; Selecta Wall's Land Corporation; WS Holdings, Inc. and in the new company to RFM. prcd 4. Selecta to transfer its cash/other assets and liabilities (including its PhP500,000,000.00 LTCP) to RFM. prcd 5. Selecta to transfer its advance of PhP500,000,000.00 from Unilever Philippines, Inc. to RFM. llcd 6. RFM will pay Selecta shares of stock in Philtown. cdll 7. Merger of Selecta and Philtown with the former as the surviving entity. cdll 8. Selecta to engage in the business of real estate development. OPTION 2 1. Selecta to sell its assets (including shares of stock in Selecta Wall's, Inc.; Selecta Wall's Land Corporation and WS Holdings, Inc.) and transfer its liabilities to RFM including LTCP of PhP500,000,000.00. 2. Selecta to transfer its advance of PhP500,000,000.00 from Unilever to RFM. LibLex 3. RFM to sell its shares in Philtown to Selecta. prcd 4. Merger of Selecta and Philtown with Selecta as the surviving entity. llcd 5. Selecta to engage in the business of real estate development. LexLib The stockholders also approved the transfer of Selecta's Long-Term Commercial Paper in the amount of PhP500,000,000.00 to RFM Corporation together with the PhP500,000,000.00 advance from Unilever Philippines, Inc. The stockholders likewise approved the amendment of the Articles of Incorporation of Selecta by changing the primary purpose to engage in the business of real estate, and to change its corporate name to Philippine Townships, Inc. The stockholders further authorized the management of Selecta Daily Products, Inc., to negotiate with RFM Corporation and/or Philippine Townships, Inc. and to decide the final terms and conditions of the swap and corporate re-structuring. llcd A subsequent disclosure will be made as soon as the final transaction structure is agreed upon. cdlex Thank you. Very truly yours, (SGD.) BACH JOHANN SEBASTIAN Senior Vice-President Chief Planning Officer RFM Corporation

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