PSE Circular for Brokers No. 767-00

March 24, 2000 PSE CIRCULAR FOR BROKERS NO. 767-00 March 23, 2000 Philippine Stock Exchange, Inc. PSE Centre, Exchange Road Ortigas Center, Pasig City Metro Manila Fax No. : 636-0809 ATTENTION: Disclosure Department Gentlemen: RE : PROPOSED DISPOSAL OF EQUITY INTEREST IN MAGNUM HOLDINGS, INC. ("MHI") BY ITS SUBSTANTIAL STOCKHOLDERS ("PROPOSED DISPOSAL") Further to our letter dated 23 March 2000 addressed to the Compliance and Surveillance Group, we are submitting herewith this notice to advise that MHI has on 23 March 2000 received a notification from Magnum Corporation Berhad (a company incorporated in Malaysia), which is the holding company of Magnum Enterprise Sdn Bhd ("MESB") and Magnum (Guernsey) Ltd ("MGL"), that MESB and MGL have on 23rd March 2000 entered into a conditional sale and purchase agreement for the disposal by MESB and MGL to the Purchaser of an aggregate of Sixty Million And Six Hundred Thousand (60,600,000) ordinary shares with a par value of Philippine Peso One (PhP1.00) each representing an aggregate of Seventy One & 26/100 Percent (71.26%) of the issued and paid up capital of MHI (the "Sale Shares") for and in consideration of ONE HUNDRED SEVENTY MILLION PESOS (PhP170,000,000.00), Philippine currency. MESB and MGL are stockholders of MHI with stockholdings of 13,743,529 ordinary shares (16.16%) and 46,856,471 ordinary shares (55.10%) respectively, or an aggregate of 60,600,000 ordinary shares (71.26%). The Agreement is conditional upon the following conditions precedent being fulfilled on or before the cut off date (i.e. the date falling three (3) months after the execution of the Agreement or such later date as may be mutually agreed between the parties), namely: (a) that the Purchaser shall have appointed at its own cost, a reputable firm of accountant/solicitors for the purpose of carrying out forthwith after the execution of the Agreement for a period no longer than fourteen (14) days a due diligence investigation into MHI commencing from the date of the Agreement TSacID (b) that the approval of the stockholders of MHI in general meeting is obtained for the sale of the shares of MHI's subsidiaries, namely Magnum Marketing Philippines, Inc. and Magnum Property Development Corporation (c) that if required, the approval of the stockholders of the Purchaser in general meeting is obtained to the purchase of the Sale Shares (d) that such other approvals and/or notifications as may be required by any law, statute, regulation or governmental directive be obtained to and/or given of the sale by MESB and MGL and to the purchase by the Purchaser of the Sale Shares. Very truly yours, (SGD. FOR ) ROSARIO S. BERNARDO Corporate Secretary-MAGNUM HOLDINGS, INC .