PSE Circular for Brokers No. 743-00

March 22, 2000 PSE CIRCULAR FOR BROKERS NO. 743-00 SUBJECT : First Philippine Holdings Corporation In connection with the application for listing on the Luxembourg Stock Exchange of US$100,000,000 Floating Rate Notes issued by First Gen International (the "Issuer"), a wholly-owned subsidiary of First Philippine Holdings Corporation ("FPH") incorporated in the Cayman Islands, FPH furnished the Exchange the attached SEC Form 6-EX with the summary of the terms and conditions of the said issuance. The Notes, due 2003, is guaranteed by FPH (the "Guarantor"). A copy of the Preliminary Offering Circular is available for reference at the PSE-Centre and PSE-Plaza Libraries. For your information. (SGD.) MARIA ISABEL T. GARCIA OIC, Listings & Disclosure Group SECURITIES AND EXCHANGE COMMISSION SEC FORM 6-EX REQUEST FOR EXEMPTION FROM REGISTRATION REQUIREMENTS OF THE REVISED SECURITIES ACT FOR ISSUANCE OF SECURITIES TO BE SOLD ABROAD The below named corporation hereby requests exemption from the registration requirements of the Revised Securities Act for an issuance of securities to be offered and sold Offshore. 1. SEC Identification Number 19073 2. BIR Tax Identification No. 350-000-288-6981 3. FIRST PHILIPPINE HOLDINGS CORPORATION Exact Name of Registrant as Specified in its Charter 4. N/A Province, Country or other jurisdiction of incorporation 5. (SEC Use Only) 6. 6th Floor, Benpres Building, Meralco Avenue cor. Exchange Road, Pasig City 1600 Address of Principal Office Postal Code 7. (632) 631-8024 to 30 Registrant's telephone number, including area code 8. N/A Former name of former address if changed since last report 9. Securities registered pursuant to Sections 4 and 6 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding* 449,327,366 shares (as of February 28 2000) Long Term Commercial Paper (LTCP) P2,000,000,000 *Refers to issued and subscribed shares 10. Are any or all of these securities listed on the Philippine Stock Exchange Yes [/] No [ ] 11. Floating-rate Euro-Notes Type of securities to be issued/sold abroad 12. 100,000 Euro-Notes in denominations of $1,000 and totaling $100,000,000 Number, issue price and value of securities to be issued/sold abroad 13. March 31, 2000/Cayman Islands Date and place of issuance and sale 14. Summary of the terms and conditions of the issuance SUMMARY The Offering Issuer First Gen International, a wholly-owned subsidiary of First Philippine Holdings Corporation incorporated in the Cayman Islands. Guarantor First Phil. Holdings Corp. Currency U.S. dollars. Issue Price At par. Maturity Bullet payment 3 years from the issue date. Interest Based upon current markets conditions, CMIL believes that the Notes could be successfully placed at an interest rate of 1.70% to 1.80% p.a. over the 6-month USD LIBOR as quoted from the Reuters screen "LIBO" page as at 11:00 a.m. (London time) two London business days prior to each interest period. The quoted rates will be rounded upward to the nearest 1/16 pct. Accrued interest will be payable semi-annually and will be calculated on an actual/360 day basis. The definitive interest will be determined prior- to launch based upon market conditions existing at that time. Status of the Notes The Notes will be direct, unconditional and unsecured obligations of the Issuer and will rank pari passu among themselves and at least equally with all other present and future unsecured and unsubordinated indebtedness of the Issuer. Status of the Guarantee The Guarantor's obligations under the Guarantee will constitute direct, unsubordinated and unsecured obligations of the Guarantor, and will rank at least equally with all other present and future unsecured and unsubordinated indebtedness of the Guarantor. Negative Pledge The Notes will contain a negative pledge by each of the Issuer and the Guarantor, the terms of which will be agreed between the Issuer, the Guarantor and CMIL. Covenants The Notes will contain covenants from the Guarantor to procure that its Material Subsidiaries and Material Associates will not permit any restriction except those existing as of the date hereof, on the payment of dividends to, or the making of repayment of loans to, the Guarantor or any other subsidiary of the Guarantor other than in respect of any company which becomes a Material Subsidiary or Material Associate after the date of issue of the Notes, any restrictions on such company as may be in existence on the date such company becomes a Material Subsidiary or Material Associate (provided that such restrictions were not imposed in contemplation of such company becoming a Material Subsidiary or Material Associate); provided that nothing in this covenant shall prevent a Material Subsidiary or Material Associate from agreeing in a syndicated loan agreement to such a restriction so long as the restriction permits it to distribute 50 per cent, or more of its prior year's annual earnings permitted to be distributed by law as dividends. Events of Default The Notes will contain events of default, including a cross default clause relating to-the Issuer, the Guarantor, and the Guarantor's Material Subsidiaries and Material Associates in respect of indebtedness for borrowed money or guarantees thereof or the declaration of any moratorium on the payment of external indebtedness of the Guarantor, the terms of which will be agreed between the Guarantor and CMIL. Form and Denomination The Notes will initially be issued in temporary global bearer form, without interest coupons, which will be exchangeable for Notes in permanent global bearer form, without interest coupons, on and after the date that is 40 days after the closing of the Offering coupon customary certification of non-U.S. beneficial ownership of the Notes. Individual definitive Notes will only be available in certain limited circumstances to be set forth in the Offering Circular. The Notes will be issued in denominations of US$1,000 and integral multiples thereof. Listing An application will be made for the Notes to be listed on the Luxembourg Stock Exchange. Listing Agent Banque Internationale a Lumxembourg S.A. Trustee Chase Manhattan Trustees Limited Registrar Chase Manhattan Bank, London Branch Principal Playing Agent Chase Manhattan Bank, London Branch Luxembourg Paying Agent Chase Manhattan Bank, Luxembourg S.A. and Registrar Use of Proceeds Investment in subsidiaries of the Guarantor and working capital purposes. Documentation Standard documentation for a corporate Eurobond issue modified to reflect the terms of this particular transaction (including, among others, preliminary and final Offering Circulars, a Subscription Agreement, a Trust Deed, an Agency Agreement, opinions of counsel to the Guarantor and the Managers, and auditors' comfort letters). The Guarantor confirms its authorization to The Chase Manhattan Bank and its affiliates to share information in their possession about the Guarantor among each other. Selling Restrictions Restrictions on sales in the United States, United Kingdom, and other applicable jurisdictions that are customary for a transaction of this type, including, without limitation, U.S. Regulation S, category 2. Other Debt The Guarantor agrees that from the date of this Mandate Letter through the date that is 30 days after the closing of the Offering of the notes, the Guarantor will ensure that no other borrowings or debt instruments or securities similar to the Notes are placed or syndicated, directly or indirectly on its behalf, in any manner which might, in the opinion of CMIL, have a detrimental effect on the successful offering and distribution of the Notes, unless CMIL otherwise agrees in writing. Governing Law This Mandate Letter and the documentation for the Offering shall be governed by and construed in accordance with the laws of England. 15. Chase Manhattan International Limited Underwriters and/or selling agents involved in the offering. Pursuant to the requirements of the Revised Securities Act and RSA Rule 6(b)-1 thereunder FIRST PHILIPPINE HOLDINGS CORPORATION has caused this certification to be signed on its behalf by the undersigned duly authorized person. By: (SGD.) ELPIDIO L. IBAEZ President & Chief Operating Officer