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Republic Cement Corporation

PSE Circular for Brokers No. 3249-99 • Philippine Stock Exchange • Circulars for Brokers • Dec 21, 1999

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December 21, 1999 PSE CIRCULAR FOR BROKERS NO. 3249-99 SUBJECT : Republic Cement Corporation Further to Circular for Brokers No. 3233-99 dated December 17, 1999, Republic Cement Corporation ("RCM") informed the Exchange, in a letter dated December 17, 1999, of additional information on its integration of operations with Fortune Cement Corporation ("FCC"), Zeus Holdings, Inc. ("ZHI") and Iligan Cement Corporation: llcd . . . The Integration . . . did not contemplate a merger as provided for in the Corporation Code. It will only involve the exchange of shares in Fortune Cement Corporation; Zeus Holdings, Inc. and Iligan Cement Corporation by their respective shareholders for fully paid-up new shares or convertible loan notes (the "Exchange") in Republic Cement Corporation ("Republic"). LibLex To enable Republic to proceed with the Exchange, its Board of Directors yesterday scheduled a special stockholders' meeting for this purpose on February 14, 2000. The Exchange will be done in accordance with the previously disclosed swap ratios and all regulatory requirements as may be applicable to Republic and to the other companies. Thus, depending on when all the necessary regulatory requirements have been fulfilled, it is not possible at this time to give a definite date when the Exchange will be completed. It is estimated though that the process will commence in January 2000 and be completed within the first half of next year. We shall keep you informed of further details relating to the Integration as they develop. . . . Furthermore, in a letter dated December 20, 1999, RCM advised that: . . . We wish to clarify that the number of shares in the share capital of Republic Cement Corporation (RCM) that will be outstanding and held by the public after the operational integration (Exchange) is dependent upon the level of acceptance of the Exchange received from the stockholders of Fortune Cement Corporation, Zeus Holdings, Inc. and Iligan Cement Corporation. Assuming that there will not be any changes in the capital of Republic Cement Corporation and the number of shares held by the major shareholders, the minimum number of Republic Cement Corporation floating shares held by-the public after the Exchange will be the same with what is currently in public hands. We believe however that the number of shares in public hands will increase after the Exchange but cannot specify a number at this time. . In view thereof, the trading suspension of RCM shares shall be lifted today, December 21, 1999. For your information. LexLib (SGD.) MARIA ISABEL T. GARCIA OIC, Listings & Disclosure Group

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