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First Pacific Cptl (78JZ)

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Friday 02 November, 2001

First Pacific Cptl

Fthr re Repaym of loan extend

First Pacific Capital (1997) Ld
2 November 2001

The Stock Exchange of Hong Kong Limited takes no responsibility for the
content of this announcement, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the
content of this announcement.




                        FIRST PACIFIC COMPANY LIMITED

               (Incorporated in Bermuda with limited liability)




                                 ANNOUNCEMENT

                 EXTENSION OF MATURITY DATE FOR REPAYMENT OF

                     SHORT TERM LOAN FACILITY ADVANCED BY

                       FIRST PACIFIC COMPANY LIMITED TO

                          METRO PACIFIC CORPORATION


First Pacific announces that effective 31st October, 2001, Larouge, First
Pacific's wholly-owned subsidiary, agreed to extend to 31st December, 2001,
the final maturity date for repayment of the Loan advanced by Larouge to MPC
under the Facility Agreement. On 3rd October, 2001, First Pacific announced
that MPC was reviewing its strategic alternatives in relation to MPC's
controlling interest in BLC, which currently serves as security for the Loan.
Having completed that review, MPC has determined to offer for sale its entire
69.6 per cent interest in BLC. It is anticipated that the extension of the
final maturity date for repayment of the Loan will provide MPC with the
opportunity to implement the sale process in an orderly manner and thereby to
realize significantly more value from its controlling interest in BLC than
from sales of individual parcels of land at the Fort Bonifacio site.


The terms of the Facility Agreement approved by First Pacific's shareholders
at a special general meeting held on 11th April, 2001 expressly permit
Larouge, in its absolute discretion, to extend the date for repayment from
31st October, 2001 to a date no later than 31st December, 2001. Following the
extension of the final maturity date for repayment of the Loan, the Loan
continues to be repayable on demand made by Larouge at any time and, if no
demand is made prior to 31st December, 2001, the Loan together with all
interest is repayable in full on that date.


Extension of the maturity date for repayment of the Loan


As set out in First Pacific's shareholder circular dated 28th March, 2001,
Larouge advanced the Loan to MPC upon and subject to the terms and conditions
of the Facility Agreement, which are summarized in the shareholder circular.
Under the Facility Agreement, approved by First Pacific's shareholders at a
special general meeting held on 11th April, 2001, the Loan is repayable on
demand by Larouge at any time. If no demand is made prior to 31st October,
2001, the outstanding principal amount of the Loan, together with all interest
accrued thereon and other moneys due, is repayable on that date; provided that
Larouge is permitted, in its absolute discretion, to extend the final date for
repayment to a date no later than 31st December, 2001. Following the extension
of the final maturity date for repayment of the Loan, the Loan continues to be
repayable on demand made by Larouge at any time and, if no demand is made
prior to 31st December, 2001, the Loan together with all interest is repayable
in full on that date.


The Loan is secured by a pledge over such number of shares of MPC and/or its
affiliates in BLC as represents more than 50 per cent of the issued share
capital of BLC.


Rationale for the extension of the maturity date for repayment of the Loan


On 3rd October, 2001, First Pacific announced that MPC was reviewing its
strategic alternatives in relation to BLC and the Fort Bonifacio development.
Having completed that review, MPC has determined to offer for sale its entire
69.6 per cent interest in BLC and has appointed ING Barings to advise it in
connection with the disposal. It is anticipated that the extension of the
maturity date in respect of the Loan will provide MPC the opportunity to
implement the sale process in an orderly manner and thereby to realize
significantly more value from its controlling interest than from sales of
individual parcels of land at the Fort Bonifacio site. The proceeds of the
disposal are expected to enable MPC to repay the Loan in full and meet its
other debt obligations as they fall due.


Accordingly, based on the information provided by the directors of MPC and
having carefully considered the implications of extending the maturity date of
the Loan to 31st December, 2001, the Board and the Independent Board Committee
appointed in connection with the original approval of the Loan as a connected
transaction for First Pacific under the Listing Rules each consider that it is
in the best interests of First Pacific's shareholders for First Pacific to
continue to provide the Loan to MPC at this time.


Definitions


In this Announcement, unless the context otherwise requires, the following
expressions have the following meanings:-

'BLC'        Bonifacio Land Corporation, a corporation established under the
             laws of the Republic of the Philippines and in which MPC has an
             attributable economic interest of approximately 69.6 per cent. BLC
             is a 55.0 per cent shareholder in a joint venture project with the
             Philippine government that commenced, in 1995, the re-development
             of a 155 hectare portion of a new Metro Manila central business
             district (named the 'Bonifacio Global City'), that previously was
             a Philippine military base;
'Board'      the board of directors of First Pacific, but excluding the members
             of the Independent Board Committee;
'Facility    the Facility Agreement dated 26th March 2001 entered into by
Agreement'   Larouge and MPC in relation to the Loan;
'First       First Pacific Company Limited;
Pacific'
'Independent an independent committee of the Board, comprising Prof. Edward
Board        K.Y. Chen, CBE, JP and Mr. David W.C.Tang, OBE, being the
Committee'   independent non-executive directors of First Pacific;

'Larouge'    Larouge B.V., a company incorporated under the laws of the
             Netherlands and a wholly-owned subsidiary of First Pacific;
'Listing     means the Rules Governing the Listing of Securities on The Stock
Rules'       Exchange of Hong Kong Limited;
'Loan'       the short term loan facility in an aggregate principal amount of
             US$90.0 million (equivalent to approximately HK$702.0 million)
             advanced to MPC by Larouge under the Facility Agreement; and
'MPC'        Metro Pacific Corporation, a corporation established under the
             laws of the Republic of the Philippines and the shares of which
             are listed on the Philippine Stock Exchange, and in which the
             First Pacific Group has an aggregate direct and indirect
             attributable economic interest of approximately 80.6 per cent.


For illustration purposes, translations of amounts have been made on an
approximate basis at the rate of US$1 = HK$7.8. Percentages, and figures
expressed in billions and millions, have been rounded.


                             By Order of the Board
                         FIRST PACIFIC COMPANY LIMITED
                                Ronald A. Brown
                   Executive Director and Company Secretary


Hong Kong, 1st November, 2001


Please also refer to the published version of this announcement in the South
China Morning Post (English) and Hong Kong Economic Journal (Chinese).


                                                                                
                                                          

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