PSE Circular for Brokers No. 2966-99

November 19, 1999 PSE CIRCULAR FOR BROKERS NO. 2966-99 18 November 1999 PHILIPPINE STOCK EXCHANGE, INC. Disclosure Department Listing and Disclosure Group 4/F PSE Center, Exchange Road Ortigas Commercial Complex, Pasig City Fax No. 636-0809 Attention: Grace B . De Guia Asst. Manager We write in response to your request for a written disclosure regarding articles appearing in the various newspapers. Other than events disclosed by the Company to the Philippine Stock Exchange and the Securities and Exchange Commission in accordance with applicable rules and regulations, specifically with regard to the results of the Board of Directors meeting last 16 November 1999, and the election of Ramon Ang as Chairman, the Company does not have personal knowledge of the other facts alleged in the Inquirer article, and so can neither confirm nor deny the same. While the Board has approved the increase in authorized capital stock of the Company, it would be premature to explain or clarify any fact regarding new equity infusions since no formal arrangements have been reached with interested investors. Otherwise, it may be seen as creating a scenario in order to falsely encourage market activity and consequently influence the price of the Company's shares. Rest assured that we will disclose any material fact in due time in accordance with the PSE and SEC rules on full disclosure. LexLib Very truly yours, (SGD.) ATTY. PETER SUCHIANCO Corporate Secretary Cojuangco pal taking over Amari holding company AN INVESTOR group led by businessman Ramon Ang, the right hand man of San Miguel Corp, chair Eduardo "Danding" Cojuangco, will pump in P3 billion into Centennial City Inc. to wrest management control of the publicly listed developer from the Ital-Thai group. Ang's group has agreed to subscribe to the P3 billion worth of voting, convertible preferred shares to be issued by Centennial City next year. This is part of Centennial City's plan to jack up its capital from P6 billion to P9 billion and re-start its much delayed project to reclaim and develop 750-hectares of property along Roxas Boulevard. The convertible shares should give Ang's group the single biggest equity share in Centennial City with roughly 40 percent. The Ital-Thai group's stake would be diluted from 40 percent to 90 percent. Guoco Holdings (Philippines) Inc., a partner of the Ang group will likely maintain its stake in the company of between 28 percent and 25 percent by acquiring some of the company's unissued shares. cdlex Ang's election as chair of Centennial City (and the entry of United Coconut Planters Bank president Lorenzo Tan into the board) has fueled speculation that Cojuangco was involved in the deal, Cojuangco, however, has denied having bought or acquired Centennial City shares. Ang is well-regarded as an astute businessman who has also built a sizable fortune on his own. Before taking over as San Miguel vice chair, Ang has reportedly cashed in on his stakes in Fortune Cement Corp. to Blue Circle and Picop Resource Corp. to Teodoro Bernardino. LexLib The fresh capital of P3 billion from the Ang group would be used by Centennial City to jumpstart the reclamation of an initial 200 hectares over the next two years. Centennial City has committed to reclaim 750 hectares of property at Manila Bay within five years. prcd Centennial City's strategy in developing the property is to forge joint venture agreements with developers on a per project basis. "Any investor who wants to jump in can only come on a project level and not on the holding firm basis," the source said. The key projects in the area are the golf course, a marina, a gateway district, residential and office districts. cdll The project has been delayed for nearly three year due to a congressional probe into the alleged lopsided contract and payoffs to high government officials during the Ramos administration. President Estrada agreed to uphold the project after the terms of the contract were modified to give the government a 30-percent share of the land developed in the property from 20 percent in the previous contract. Suspicions that Cojuangco was interested in buying into CCI were bolstered by the CCI board's approval of negotiations for the entry of a new investor and the election of Ang and Tan to its board and executive committee. cdll In a statement, SMC denied reports last week that Cojuangco had been buying shares or had made an investment in CCI. LibLex In its disclosure yesterday, CCI said that its board of directors elected last Tuesday Ang, Tan and Guoco Holdings group managing director Federico Cadiz as board members. They replaced Thai shareholder representative Yotin Boondicharem, Chumpon Surintraboon and Chaisak Suwansirikul. prcd Ang was also elected chair of the board replacing Premchai Kamasuta while Micky Yong Mee Swee was elected president vice Chumpot Surintraboon. Ang, Yong Tan and David Go were elected members of the executive committee and Cadiz as secretary of the committee. LexLib The executive committee was authorized to finalize the terms and conditions of the board-approved plan to raise the company's authorized capital by P10 billion to 18 billion mainly through the entry of a new, as yet unidentified, investor. prcd In an interview, CCI corporate secretary Peter Suchianco said that Ang was currently leading ongoing talks for the entry of the interested investor who would be subscribing to the new shares the company would issue. cdll Under the capital-raising plan approved by the board CCI would increase its authorized capital stock through the creation and issuance of up to two billion common shares for debt-to-equity conversion of the P300 million loan of Bangkok Bank, the P556 million in net pre-merger advances of Amari Holdings Corp. and the P118 million in outstanding advances Asian Alliance. CCI. the parent firm of Amari Coastal Bay Development Corp, that is reclaiming for development part of Manila Bay along Roxas Boulevard in Manila, will also create and issue up to P3 billion in convertible preferred shares. In connection with the equity infusion of an investor the board of the property developer approved the entry of CCI into a five-year management contract with the investor and the appointment of the executive committee to finalize the other terms and conditions of the management contract as may be negotiated. llcd Major shareholders of Centennial City include Guoco Holdings Philippines, 25 percent; Italian-Thai Development Co., 10 percent; Thai-based Centasia Group, 21.7 percent; Amari Holdings Corp., 20.8 percent; Cosco Land of taipan Henry Sy son-in-law Louie Coson, 7.1 percent.