In a disclosure made today, First Philippine Holdings Corporation (First Holdings) announced that it has executed an Option Agreement with Rightlight Holdings Inc. (RHI) over First Holdings' 74,700,000 common shares (The Option Shares) or 6.6 percent of the total outstanding common shares in Manila Electric Company (Meralco). The Option Shares will be exercisable at the option of RHI from March 15 to May 15, 2010. The exercise price shall be Php300 per Option Share or an aggregate exercise price of Php22.41 billion.

Through an Omnibus Agreement, First Holdings has also consented to the rights assignment by Metro Pacific Investments Corporation (MPIC) and Pilipino Telephone Corporation (Piltel) to RHI over MPIC and Piltel's rights in their respective Meralco common shares. At present, MPIC and Piltel own 223,000,000 and 163,602,961 Meralco common shares, respectively, accounting for approximately 34.7 percent of the total oustanding shares of Meralco. Under the terms of the Omnibus Agreement, First Holdings will be assigned with property dividends with respect to the Rockwell Land Corporation (Rockwell) shares of Meralco that may be declared and distributed. With respect to the Option Shares, the rights to be acquired by RHI shall also exclude shares in Rockwell that may be declared and distributed by Meralco as property dividends.

On November 5, 2009, First Holdings and MPIC entered into a Term Sheet Agreement whereby First Holdings gave MPIC an option to purchase Meralco common shares owned by First Holdings.

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