first philippine holdings corporation philippine holdings corporation april 10, ... finance capital...

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First Philippine Holdings Corporation April 10, 2008 Philippine Stock Exchange, Inc. Tektite Towers, Exchange Road, Pasig City, Attention: Atty. Roy M. Rafols Ms. Marsha Resurreccion Mr. Ed Santiago Ustings Department Re: FPHC Perpetual Shares Revised Timetable Gentlemen: FPHC's auditors have- for the purpose of presenting comparative financial statements as of and for each of the three years in the period ended December 31, 2007 -sought additional time to review the restatement of the consolidated financial position and results of operations covering the years ended 2005 and 2006. This, however, will have no impact or effect on our 2007 consolidated financial results previously disclosed. In 2007, management opted to early adopt the provisions of Philippine Interpretation, IFRIC 12 (Service Concession Arrangements). Two (2) of FPHC's subsidiaries and an associate are covered by Philippine Interpretation IFRIC 12, being holders of government concessions. IFRIC 12 applies to public-to-private service concession arrangements. It requires an operator to recognize a financial asset and/or intangible asset, rather than property, plant and equipment for the infrastructure built. A financial asset is recognized to the extent that the operator has a contractual right to receive cash from the grantor or has a guarantee from the grantor. An intangible asset, on the other hand, is recognized to the extent that the entity has a right to charge the public for use of the asset. In additional, there are new and complex disclosure requirements under Amendments to PAS 1, "Presentation of Financial Statements" and PFRS 7, "Financial Instruments: Disclosures," on capital management and nature and extent of risks of financial instruments, which necessitate more detailed review and test of the qualitative and quantitative information included in our draft consolidated financial statements. FPHC expects its auditors to sign off on the final comparative reports no later than 14 April 2008. This necessarily requires an adjustment in the timetable for the public offer of FPHC's Perpetual Preferred Shares. The revised indicative timetable is as follows: 4th Floor, Benpres Building, Exchange Road cor. Meralco Avenue 1600, Pasig City, Philippines Telephone: (632) 631-80-24, (632) 449-60-00, Fax No.: (632) 631-40-89, P.O. Box No. 12457 Ortigas Center, Pasig City

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Page 1: First Philippine Holdings Corporation Philippine Holdings Corporation April 10, ... finance capital and ... ELEANOR M. HILADO First Vice President BDO Capital & Investment Corporation

First Philippine

Holdings Corporation

April 10, 2008

Philippine Stock Exchange, Inc.Tektite Towers, Exchange Road,

Pasig City,

Attention: Atty. Roy M. RafolsMs. Marsha ResurreccionMr. Ed Santiago

Ustings Department

Re: FPHC Perpetual Shares Revised Timetable

Gentlemen:

FPHC's auditors have- for the purpose of presenting comparative financial statementsas of and for each of the three years in the period ended December 31, 2007 -soughtadditional time to review the restatement of the consolidated financial position andresults of operations covering the years ended 2005 and 2006. This, however, will haveno impact or effect on our 2007 consolidated financial results previously disclosed. In2007, management opted to early adopt the provisions of Philippine Interpretation,IFRIC 12 (Service Concession Arrangements). Two (2) of FPHC's subsidiaries and anassociate are covered by Philippine Interpretation IFRIC 12, being holders ofgovernment concessions.

IFRIC 12 applies to public-to-private service concession arrangements. It requires anoperator to recognize a financial asset and/or intangible asset, rather than property,plant and equipment for the infrastructure built. A financial asset is recognized to theextent that the operator has a contractual right to receive cash from the grantor or hasa guarantee from the grantor. An intangible asset, on the other hand, is recognized tothe extent that the entity has a right to charge the public for use of the asset.

In additional, there are new and complex disclosure requirements under Amendmentsto PAS 1, "Presentation of Financial Statements" and PFRS 7, "Financial Instruments:Disclosures," on capital management and nature and extent of risks of financialinstruments, which necessitate more detailed review and test of the qualitative andquantitative information included in our draft consolidated financial statements.

FPHC expects its auditors to sign off on the final comparative reports no later than 14April 2008. This necessarily requires an adjustment in the timetable for the public offer ofFPHC's Perpetual Preferred Shares. The revised indicative timetable is as follows:

4th Floor, Benpres Building, Exchange Road cor. Meralco Avenue 1600, Pasig City, PhilippinesTelephone: (632) 631-80-24, (632) 449-60-00, Fax No.: (632) 631-40-89, P.O. Box No. 12457 Ortigas Center, Pasig City

Page 2: First Philippine Holdings Corporation Philippine Holdings Corporation April 10, ... finance capital and ... ELEANOR M. HILADO First Vice President BDO Capital & Investment Corporation

Thank you for your kind consideration.

Sincerely,

4~~t:fi~ JFrancis Giles B. PunaSenior Vice President, CFO & Treasurer

Page 3: First Philippine Holdings Corporation Philippine Holdings Corporation April 10, ... finance capital and ... ELEANOR M. HILADO First Vice President BDO Capital & Investment Corporation

EXECUTIVE SUMMARY

Shares Applied for Listing

Primary OfferingOver-Allotment OptionTotal

30,000,000 Series "B" preferred shares~O, QQQ, 000 Series "B" preferred shares50,000,000 Series "B" preferr~d shares

Shares for Domestic PublicOffering

30,000,000 Series "B" preferred shares

Distr~ution of Offer Shares Wi thout Over-allotment

Wi th Over-allotment

Domestic Institutional Investors 24,000,000 Series"B" preferred shares

40,000,000 Seriespreferred shares

"B"

Trading Participants - 10,000,000 Seriespreferred shares

"B"6,000,000 Seriespreferred shares

"B"

~1ocation per TradingParticipant(based on 133 active TradingParticipants following theminimum subscription.)

45,100 Seriespreferred shares

"B" 75,100 Seriespreferred shares

"B"

Total Estimated Proceeds I PhP2;943~ill,110 I PhP4, 909J~~ 734Minimum Subscription PhP20,OOO

shares200 Series "B" preferredor

Terms of Payment ~

The Preferred Series "B" Shares must bepaid in full upon submission of theApplication. Payment must be made by acheck drawn against a bank in MetroManila to the order of "FPHC Preferreds".The check must be dated as of the date ofsubmission of the Application and crossedfor deposit.

I Par Value I PhPIOO:OO

Use of Proceeds Proceeds of the Issue will be usedinteralia to: (i) repay/re-financeoutstanding debt obligations of theIssuer; (ii) fund strategic businessacquisitions; (iii) finance capital andoperating requirements of the Issuerand/or (iv) fund other general corporatepurposes.

Page 4: First Philippine Holdings Corporation Philippine Holdings Corporation April 10, ... finance capital and ... ELEANOR M. HILADO First Vice President BDO Capital & Investment Corporation

Certified Trueand Correct:

ISSUER FRANCIS GILES B. PUNaSenior Vice President, CFO &

TreasurerFirst Philippine Holdings Corporation

ISSUE MANAGER ANDSOLE BOOKRUNNER ~:5it..t~--1'

ELEANOR M. HILADOFirst Vice President

BDO Capital & Investment Corporation

Date: 10 April 2008

1 If the over-allotment option is exercised, any additional shares will be offered through

the Underwriters and the Trading Participants subject to the 80%-20% distributionallocation as between the Underwriters and Selling Agents as described in the foregoing.The amount of the Over-Allotment Option and the final issue size shall be determined, anddisclosed to the PSE for appropriate allocation, after the Dividend Rate Setting Date andprior to the start of the Offer Period.