Alliance Global, Inc. Offering Circular

February 25, 1999 PSE CIRCULAR FOR BROKERS NO. 350-99 SUBJECT : Alliance Global, Inc . Offering Circular EXECUTIVE SUMMARY Release of the Circular to February 26, 1999 update Signatories for the Proof of Authority to Sign Notice and Undertaking Dissemination of the Implementing March 5, 1999 Guidelines in the Distribution of IPO Shares through the Exchange Book Building Start March 1, 1999 End March 5, 1999 Awarding of bids March 8, 1999 Shares Distributed through Book Building 26,400,000 common shares Minimum Bid Bids must be for a minimum of such number of shares equivalent to P1,000,000.00 and in multiples of 100, 000 shares thereafter. Distribution through Member-Brokers Reservation of Additional Shares Start March 9,1999 End March 12, 1999 Submission of Notice and Undertaking March 12, 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 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 Alliance Global, 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 March 15, 1999 End Local Small Investors March 19, 1999 End Brokers March 24, 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 Underwriters March 26, 1999 Tentative Listing Date April 19, 1999 Authorized Capital Stock P500,000,000.00 Par Value P1.00 per share Total Offering (Domestic) 88,000,000 common shares Primary 88,000,000 common shares Total Number of Shares for Listing 336,100,000 common shares Offer Price P1.265 to P1.988 per share Price Setting Date March 8, 1999 Distribution through the PSE 17,600,000 common shares Distribution per Broker 107,000 common shares (based on 163 operating member-brokers as of February 24, 1999) Payment Terms The purchase price must be paid in full in Pesos upon the submission of the duly accomplished and signed Application Form and signature card together with the requisite attachments. Payment for the Offer Shares shall be either in: a. A personal or corporate cheque drawn against an account with a BSP authorized agent bank or any of the authorized agent banks' branches located in Metro Manila; or b. A manager's, or cashier's cheque issued by such authorized agent bank Minimum Subscription 1,000 common shares and in multiples of 1,000 common shares thereafter. Eligible Subscriber The shares may be held by individuals of legal age, corporations, partnerships or trusts, regardless of their nationality subject to compliance with the 40% foreign ownership limit imposed under the Philippine Constitution. Shares under lock-up All existing shareholders namely, Yorkshire Holdings, Inc., The Andersons Group, Inc., Victoriano G. Sy, Jr., Winston S. Co, Danilo M. Utanes, Bobby G. Zafra, Eleizer S. Joaquin, Elizabeth L. Sy and Pauline Dolor A. Advincula have agreed not to dispose of their existing shareholdings in the Company, with a total of 248,100,000 common shares, for a period of up to 180 days after the Offer shares are listed on the PSE (October 16, 1999). Selling Commission 1% of aggregate peso value of the Offer shares actually sold through the PSE Member-Brokers within the Offer Period Location of Principal Office Alliance Global, Inc. 2/F Alliance Global Building 188 Eastwood Avenue corner E. Rodriguez Avenue Eastwood City, Bagumbayan Quezon City, Philippines Issue Manager and All AsiaCapital and Trust Corporation Lead Underwriter Participating Underwriter To be announced. Selling Agents Member-Brokers of the Philippine Stock Exchange, Inc. Receiving Bank Far East Bank and Trust Company Escrow Agent All AsiaCapital and Trust Corporation Stock Transfer Agent Far East Bank and Trust Company Independent Auditor Laya Mananghaya and Co. Board of Directors and Management Winston S. Co Chairman Danilo M. Utanes Director/President Eleizer S. Joaquin Director/Treasurer Pauline A. Advincula Director/Corporate Secretary Bobby G. Zafra Director Victoriano G. Sy, Jr. Director Elizabeth L. Sy Director Dina d.R. Inting First Vice President Finance Fausto D. Sante Head Plant Operations & Manufacturing Jose Jonathan R. Atienza Head Sales & Marketing For your information and guidance. (SGD.) JOSE LUIS U. YULO, JR. President & CEO