PSE Circular for Brokers No. 425-98

March 20, 1998 PSE CIRCULAR FOR BROKERS NO. 425-98 SECURITIES AND EXCHANGE COMMISSION SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11(a)-1(b)(3) THEREUNDER 1. Date of Report (Date of earliest event reported): March 19, 1998 2. SEC Identification Number: ASO-94-00011164 3. BIR Tax Identification Number: 004-504-224 4. Exact name of registrant as specified in its charter: C & P HOMES, INC. 5. Province, country or other jurisdiction of incorporation: Metro Manila, Philippines 6. Industry Classification Code: Real Estate Developer 7. Address of principal office: Unit 3104B, PSE Center, Tektite West Tower, Exchange Road, Ortigas Center Pasig City Postal Code: 8. Registrants telephone number, including area code: (632) 634-7039 9. Former name or former address, if changed since last report: n/a 10. Securities registered pursuant to Sections 4 and 8 of the RSA Number of Shares of Common Stock Title of Each Class Outstanding and Amount of Debt Outstanding common shares 4,164.046,929 LTCP P3,000,000,000 11. Indicate the item numbers reported herein: 9 According to Francisco H. Licuanan III, President of ALI. "Ayala Land and C&P Homes are market leaders in their own respective sectors. They have well-respected names, excellent market acceptance for their products, and experienced and professional organizations. Working together, we expect to find many sources of synergy which will enable us to better serve the country's housing needs." Officials from both companies indicated that operating control of CMP will remain with the Villar group. ALI's involvement in CMP will be at the level of the company's Board of Directors and is expected to be most felt in the areas of finance, accounting and controllership. ALI and the Villar group will jointly set strategic directions for CMP. ALI's Laguna Properties Holdings, Inc. (LPHI), which also offers middle-income housing product, will continue operating. However, officials of ALI and CMP said that LPHI and CMP will closely coordinate their business efforts to achieve optimum complementation of their respective product lines. ALI's strategic investment in CMP will be consummated through a share swap under which ALI will exchange P3.6 Billion worth of its shares for CMP shares owned by Fine Properties, Inc., a holding company controlled by Mr. Villar. This has been approved by the Executive Committee of ALI in its meeting today. Fine Properties has entered into an agreement with Ayala Corporation for the purchase of the ALI shares that Fine will acquire under this transaction. The deal is subject to due diligence and is estimated to be completed by the end of April. The above information is being submitted in compliance with the disclosure requirements of the SEC and the PSE. Very truly yours, (SGD.) MERCEDITA S. NOLLEDO Senior Vice President, Corporate Secretary and Treasurer AYALA LAND AND C & P HOMES IN STRATEGIC TIE-UP In a transaction representing the joining of forces of the largest real estate companies in the Philippines, Ayala Land, Inc. (ALI) today signed a letter of intent to acquire a 38.4% ownership stake in C&P Homes, Inc. (CMP) for P3.6 billion. ALI is the country's biggest property concern and focuses on upscale developments such as high-end residential subdivisions in addition to office buildings, commercial centers and industrial/office parks. CMP is the largest mass housing developer in the Philippines. With a major stake in CMP, ALI will establish a significant strategic interest in the most promising segment of the real estate market to complement its high-end product lines. Currently, demand for mass housing far exceeds the industry's ability to supply that demand. For its part, CMP gains a powerful ally to assist the company in furthering its goal, begun over 20 years ago, of providing affordable housing for all Filipinos. Manuel B. Villar, Jr., founder and Chairman of CMP said, "This tieup will allow CMP to weather difficult economic conditions and places us in an excellent position to capitalize on an upturn in the overall economy. We welcome working with the Ayala group, especially the opportunity to tap ALI's broad range of resources and capabilities." The consolidated landbanks of both companies provide a solid platform for sustainable long term growth for both ALI and CMP. Each company has a landbank in excess of 3,000 hectares which complement each other in terms of location. Their strategic partnership opens up joint development opportunities not just in mass housing but in other real estate segments as well. According to Francisco H. Licuanan III, President of ALI. "Ayala Land and C&P Homes are market leaders in their own respective sectors. They have well-respected names, excellent market acceptance for their products, and experienced and professional organizations. Working together, we expect to find many sources of synergy which will enable us to better serve the country's housing needs." Officials from both companies indicated that operating control of CMP will remain with the Villar group. ALI's involvement in CMP will be at the level of the company's Board of Directors and is expected to be most felt in the areas of finance, accounting and controllership. ALI and the Villar group will jointly set strategic directions for CMP. ALI's Laguna Properties Holdings, Inc. (LPHI), which also offers middle income housing product, will continue operating. However, officials of ALI and CMP said that LPHI and CMP will closely coordinate their business efforts to achieve optimum complementation of their respective product lines. ALI's strategic investment in CMP will be consummated through a share swap under which ALI will exchange P3.6 Billion worth of its shares for CMP shares owned by Fine Properties, Inc., a holding company controlled by Mr. Villar. This has been approved by the Executive Committee of ALI in its meeting today. Fine Properties has entered into an agreement with Ayala Corporation for the purchase of the ALI shares that Fine will acquire under this transaction. The deal is subject to due diligence and is estimated to be completed by the end of April.