PSE Circular for Brokers No. 712-00

March 20, 2000 PSE CIRCULAR FOR BROKERS NO. 712-00 DISCLOSURE DEPARTMENT Listing & Disclosure Group Philippine Stock Exchange, Inc. 4/F Philippine Stock Exchange Centre Exchange Road, Ortigas Center Pasig City, Metro Manila Gentlemen : Please be advised that in the special meeting held last night, the Board approved the execution of a Memorandum of Agreement with the information technology and internet consortium led by IT veterans and pioneers in the Philippine computer industry, Messrs. William L. Chua and Juan G. Chua. The agreement paves the way for Vantage's entry into the global information technology and internet industry. vantage will, subject to the usual due diligence procedure, enter into a cash and share swap arrangement with the consortium as would allow Vantage to acquire 47% in WS Computer Publishing Corporation, 20% equity in Nexus Technologies, Inc., 30% in Jupiter Systems Inc. and 30% in Wordtext Systems, Inc. WS Computer Publishing Corp. is the country's largest publisher of IT periodicals. Celebrating its 11th anniversary this year, it publishes and distributes PC World Philippines, Computerworld Philippines, Click!, Channel World Philippines, The Web Philippines, and IT Resource. The company, owns and manages Yehey !, the No. 1 search engine in the Philippines, through its subsidiary, WS Fiesta Online Corporation. Another wholly owned subsidiary, WS Research Corporation, is the exclusive Philippine license of International Data Group, the world's biggest provider of IT-related information services. Nexus, on the other hand, is one of the country's fastest growing system integration companies. Incorporated in December 1994, it now services a growing list of blue-chip clients that include many names in the Top 1,000 corporations list. Nexus offers general IT consulting services, network management, customer relationship management, data warehousing, and data mining software. The company carries the following products, among others: Ardent data extraction tools, NAI network security software, Cognos business intelligence tools, Hewlett Packard midrange and desktop computers, and Microsoft software. Founded in 1985, Jupiter offers enterprise-wide solutions to a wide range of manufacturing and distribution companies. A software specialist, the company has Enterprise Resource Information and Control (ERIC) as its main product. Compatible with Windows, Windows NT and Unix systems, ERIC allows companies to select the right configuration to fit their present as well as future computing requirements. With the recent completion of its e-Commerce module, ERIC will now be an internet-ready solution to those entering the B2B arena. A leading distributor of computers and peripherals since 1982, Wordtext represents Hewlett Packard, Output Technology Corporation of the US, Star Micronics Co. of Japan, and Chloride UPS of the United Kingdom. For its software line, it represents Network Associates, Inc. and is the exclusive Philippine distributor of Autodesk Corp. Last month, Wordtext was appointed as one of the two Philippine distributors of Microsoft Corporation, the No. 1 software company in the world. With Microsoft's best selling products, Wordtext is targeting to hit P1 Billion in sales within two years. The shares to be issued by Vantage to acquire the businesses as described above shall come from the increase in the authorized capital stock recently announced after the Board declared a 25% stock dividend, which declaration will be submitted for approval of the stockholders during the Annual Shareholders Meeting schedule on May 17, 2000. The issue price for the Vantage shares shall be valued at its average closing price for the last 30 trading days ending last Friday, March 17, 2000. SADECI In the same meeting last night, the Board approved a further increase in the authorized capital stock of Vantage by P2.6 Billion, bringing the new authorized capital stock of Vantage to P5 Billion. The subscription to the additional increase shall be through a private placement of 650 Million shares at the same issue price as the share swap described above. 25% of the subscription price shall be paid in full prior to the filing of the listing application for said shares with the Exchange. The subscribers to the private placement are holding/investment companies owned/controlled by Messrs. Jacinto Ng., Sr., Chairman of the Asia United Bank and Hans T. Sy of the SM Group. Also approved by the Board was a property for share swap involving a 623 sq. m. office space in the 38th Floor of the Discovery Center in the Ortigas Center which will a the new Head Office of the Company as well as offices of new and start up IT companies which Vantage is considering investing in. We will be arranging an investors' briefing to be held shortly. We shall advise you of the date, time and venue as soon as the same is fixed and invite you to attend the same. Very truly yours, (SGD.) A. BAYANI K. TAN Corporate Secretary