PSE Circular for Brokers No. 399-99

March 4, 1999 PSE CIRCULAR FOR BROKERS NO. 399-99 March 3, 1999 CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11(a) - 1(b) (3) THEREUNDER 1. 3 March 1999 Date of Report 2. SEC Identification Number: 167423 3. BIR Tax Identification Number: 320-000-477-103 4. MEGAWORLD PROPERTIES & HOLDINGS, INC. Exact name of registrant as specified in its charter 5. Metro Manila Province, Country or other jurisdiction of incorporation or organization 6. (SEC Use Only) Industry Classification Code 7. 28th Floor, The World Centre, 330 Sen. Gil J. Puyat Avenue, Makati City, Philippines 1227 Address of principal office 8. (632) 867-8826 to 40 Registrant's telephone number, including area code 9. Securities registered pursuant to Sections 4 and 8 of the Revised Securities Act Title of Each Class Number of Shares of Stock Outstanding Common 3,291,229,506 Preferred 1,000,000,000 10. Item 9. Other Events Please see Annex "A". MEGAWORLD TIES UP WITH BW RESOURCES CORP. FOR MANILA BAY PROJECT Megaworld Properties & Holdings, Inc. is joining forces with a local hotel, gaming, leisure and recreation company in developing a prestigious hotel-residential-commercial project in the Manila Bay area. LLpr The property giant has signed a memorandum of agreement with BW Resources Corp. (BWRC), the new name of publicly listed Greater Asia Resources Corp., for a joint undertaking of Megaworld's Marina Square development which includes the Sheraton Marina Square Hotel and a multi-level commercial arcade. The agreement entitles Megaworld to acquire shares in BWRC in exchange for the prime property where the hotel and mall will rise. "We view the whole exercise as creating a synergistic effect which will further strengthen both companies," Megaworld senior vice president for corporate management Cirilo Manlangit said. "For Megaworld, it speaks well of our continuing effort to maximize the asset potential of our vast land bank. What's more, by acquiring a stake in a company that wants to excel in the hotel and tourism market, we are enhancing shareholder value in our company.' BWRC president Eduardo Lim, Jr., for his part said the alliance with Megaworld is the first of a series of strategic tie-ups which the firm plans to pursue. "The board of directors of BWRC has approved an increase in its capital stock to P15 billion to accommodate the equity requirements of various development projects which our company plans to undertake in the next two years," Lim said. Cdphil He added that once completed, the Megaworld-BWRC tie-up will directly benefit the shareholders of both companies. "We will be focusing on hotel-gaming-leisure-recreation-tourism as a growth sector in the economy given the government's thrust to promote the development of the Roxas Boulevard area into a central tourist district," Lim said. "Though the tie-up with Megaworld, we expect to gain an important foothold in the hotel, gaming and tourism sector." According to Manlangit, Megaworld has already completed and is now turning over the Marina Square's anchor office project, the 35-story LANDBANK Plaza, which will house the new headquarters of the Land Bank of the Philippines. He added that construction of the Sheraton Marina Square Hotel and the arcade is well under way, with structural work above ground level now in progress. Megaworld has tapped prestigious hotelier Sheraton Hotels & Resorts to manage and operate the hotel and the residential suites. An international design consultant, Harold Thompson & Associates, has also been appointed to work on the interiors of the hotel and the residential suites. SIGNATURE Pursuant to the requirements of the Revised Securities Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. cdt MEGAWORLD PROPERTIES & HOLDINGS, INC. By: (SGD.) LUKE T. TAN Assistant Corporate Secretary