Philippine Stock Exchange New Rule on Additional Listing

THE PHILIPPINE STOCK EXCHANGE, INC.

NOTICE TO ALL LISTED COMPANIES

RE: RULE ON ADDITIONAL LISTING OF SHARES

Please be informed that the Securities and Exchange Commission, on May 11, 2000, approved the following rule of The Philippine Stock Exchange, Inc. governing the additional listing of shares:

“Where there is likely to be a significant demand for shares from existing shareholders, the Exchange shall not permit the listing of shares subscribed through private placement, debt-to-equity conversion, share-for-share or property-for-share swap, or similar transactions, unless a rights or public offering for said shares is first undertaken.  As a general rule, the Exchange will consider that there is likely to be a significant demand for shares from existing shareholders if the price for the new shares will be at a discount higher than ten percent (10%) of the market price or at book value, whichever is higher.  As used in this Rule, “market price” shall mean the average closing price for thirty (30) trading days prior to the transaction.

Private placements, debt-to-equity conversions, share-for-share or property-for-share swaps and similar transactions, where the above rule is deemed not to apply, will be considered by the Exchange for listing, subject to the following additional conditions:

1. The terms of the transaction must have been submitted to and cleared by the Exchange before the same were made effective;
2. Controlling shareholders and related parties may not subscribe to the shares if the aggregate percentage of the issued and outstanding capital stock held by them with respect to the issuer’s market capitalization is as follows:
   
   

   Percentage of Shares Held	Market Capitalization
   More than 67%	Not exceeding P400,000,000
   More than 75%	P400,000,001 to P1,000,000,000
   More than 80%	P1,000,000,0001 to P5,000,000,000
   More than 85%	P5,000,000,001 to P10,000,000,000
   More than 90%	P10,000,000,001 or more

3. In addition to existing documentary requirements, the issuer shall be required to identify the beneficial owners of the shares subscribed.

The rule shall be effective immediately upon publication hereof.

(Sgd) RAMON T. GARCIA
President

35 Buchanan St., North Greenhills San Juan, Metro Manila 1502 PHILIPPINES
Tel. Nos. (+63 2) 725-2799, (+63 2) 727-1437 Fax Nos. (+63 2) 725-2799, (+63 2) 727-1437 ext. 104 E-Mail: info@disini.ph

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