Beach And Nature Club

• Beach And Nature Club Fact Sheet                                                    
• Beach And Nature Club Membership Guide
• Beach And Nature Club Share Prices
• Beach and Nature Club Payment Terms

Beach And Nature Club Project Fact Sheet

The only exclusive club of its kind in the country, Anvaya Cove Beach and Nature Club redefines leisure by providing varied activities for all members of the family in a setting where the amenities are integrated into the natural landscape. It is at the center of the community, offering multiple alternatives for respite and recreation, pleasure and pampering.

Adding to its uniqueness is its architecture which carries a unified Tropical-Asian theme that blends with its natural surroundings.

Targeted club opening is on the summer of 2007.

Facilities and Amenities

• Recreational Beach Area
• Nature Camp
• Spa Area
• Recreational Lagoon Area
• Main Pavilion
• Recreational Pool Area
• Lagoon Suites
• Samaya Hall

Recreational Beach Area

The Recreational Beach area will have an active area for fun in the sun, as well as a passive area for quiet relaxation.

• Water Sports Pavillon
  Water sports equipment rental such as jet skis and kayaks, and arrangements for diving and fishing expeditions.
• Beach Cabanas
  Water sports equipment rental such as jet skis and kayaks, and arrangements for diving and fishing expeditions.
• Lookout Tower
  Landmark where people can look far out into the sea from an elevated view deck. At its base will be the Tower Bar, a lively hangout for party goers.
• Pawikan Bar and Grille
  Al fresco restaurant that will serve grilled seafood, cocktails and other tropical food favorites.

Nature Camp

Will be nestled in the forested area east of the Club. Amenities and provisions   for classic outdoor activities such as:

• Ziplines
  An exciting ride through the forest harnessed on lofted cables
• Ropes Course
  Obstacle course involving ropes and heights that will challenge the mind, body and team spirit
• Camping & Picnic Grounds
• Ecological Trails
  with varying degrees of difficulty which can be enjoyed by walking, hiking or biking
• Other Nature Camp facilities include the Nature Playground, the Nature Discovery Classroom, and the Kiddie Obstacle Course.

The nature Camp facilities will be separately owned and developed by Ayala Land but will be available for the benefit and enjoyment of Anvaya Cove Beach & Nature Club Members.

SPA Area

The Spa Area will be set within a tropical garden that overlooks the beach.

• Veda Spa
  Offers various health and beauty treatments in individual and group rooms
• Beach Massage Salas
  Provides a blissful outdoor massage experience

Recreational Lagoon Area

For fishing, paddling boats and remote controlled boats. With a wide open expanse for field games such as kite flying and Frisbee throwing. This will also serve as a venue for large outdoor functions

MAIN PAVILION

• Welcome Pavilion
  Members and guests will be treated to a vacation resort arrival. Here, visitors can make arrangements for lodging and can plan their schedule of activities with the help of activity coordinators.
• Bamboo Café
  Main dining facility which serves buffet and ala carte meals in both elegant and casual dining settings.
• Wine Room
  For a sophisticated dining and drinking experience. Enjoy the Club’s collection of fine wine, cheeses and cold cuts.
• Sambali Lounge
  For relaxing, easy-listening music after an activity-filled day.
• Narra Room and Molave Room
  Private function rooms for corporate meetings, family parties and special gatherings.
• Other facilities in the Main Pavilion are the Game Room, Library Lounge, Convenience Shop, and Clinic.

Recreational Pool Area

• Infinity-edge Swimming Pool with a lapping area
• Pool Deck with lounging areas
• Seahorse Kiddie Village , a gated children’s activity area with Pool, Arts & Crafts Center, and Indoor & Outdoor Play Zones

Lagoon Suites

The Beach and Nature Club will have elegant one to three bedroom units for overnight lodging.

Samaya Hall

Multi-purpose pavilion for family parties and special events in a beach setting.

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Beach And Nature Club Membership Guide 

The Anvaya Cove Beach and Nature Club (the “Club”) is an exclusive leisure club developed  for the benefit and enjoyment of its members. Membership in the club requires ownership of a share of stock in the Club. This fact sheet merely summarizes key information regarding the ownership of the shares and should be read in conjunction with the Articles of Incorporation and By-laws of the Club, as well as the Prospectus filed with the Securities and Exchange Commission.

Copies of the prospectus approved by the SEC are available at the following offices: (1) SEC Corporate Finance Department, SEC Building, EDSA; and (2) ALI Sales & Marketing Services Group, 2/F Tower One, Ayala Triangle, Ayala Avenue, Makati City.

Summary Table

Class B Share Class C Share Total number offered 1,950 500 Who can own Individuals, corporations, associations & partnerships Juridical entities (corporations, ssociations & partnerships) Type and number of membership (s) 1 Regular or 1 Nominated 2 Nominated Number of Usage Rights 1 2 Number of Voting Rights 1 1

• Usage Right entitles a person to use the facilities and amenities of the club.
• Voting Right entitles a person to cast his vote regarding Club matters; it may be exercised 5 years from the incorporation of the Club.
• Prospective share buyers must file a membership application with the Cub. Only upon approval of this application will they be allowed to purchase a share.
• Corporate share buyers must assign directors, partners or employees to be Nominated Members of the Club. These assignees must be approved for membership.
• Ownership of a share is a pre-requisite for owning a real estate property in Anvaya Cove.
• A member’s spouse and unmarried children below the age of 25 have usage rights to the Club.
• Since ownership of a share is a pre-requisite for owning real estate in Anvaya Cove, a shareholder who is also a lot owner may only sell his share if he keeps at least one other share registered under his name.
• A shareholder may only sell his share 3 years after the start of the Club’s commercial operations.
• Club dues will be collected from members as soon as the Club begins commercial operations.

SHARES OFFERED FOR SALE

Types of Shares

There will be a total of 2,450 shares sold to the public consisting of 1,950 Class B Shares and 500 Class C Shares. The shares will be offered in several tranches at varying prices. Since the Club will operate on a non-profit basis, none of these shares are entitled to dividends. However, stockholders shall be entitled to a pro-rata share of the assets of the Club in the event of its dissolution or liquidation.

Ownership

Class B Shares may be owned by individuals or juridical entities (i.e. corporation, partnerships or associations), regardless of nationality or citizenship. Class C Shares may be owned by juridical entities, regardless of citizenship or nationality, but may NOT be owned by individuals.

Rights

A shareholder is generally entitled to the right to use of the facilities and amenities of the Club (“Usage Right”) and the right to vote in all meetings of stockholders (“Voting Right”), both of which shall be exercised in accordance with the By-laws of the Club. Each Class B Share is entitled to 1 Usage Right and 1 Voting Right. Each Class C Share is entitled to 2 Usage Rights and 1 Voting Right. Where the buyer is a juridical entity, the latter must designate a natural person (“Assignee”) who will exercise the Usage Right attached to the share. The Voting Right shall, however, remain with the juridical entity which shall be exercised by its duly authorized proxy.

For a period of five years ending on March 27, 2010, the Voting Rights of Class B Shares and Class C Shares are suspended. All voting rights during such period shall be exercised by the holders of Founders’ (Class A) Shares. Beginning March 28, 2010, the Voting Rights of holders of Class B and Class C Shares shall be reinstated.

MEMBERSHIP

 Application

Before a buyer can own a share, his membership in the Club must first be approved. For this purpose, he needs to file a membership application with the Club’s Membership Committee and Board of Directors. In the case of juridical entities, their designated assignees must apply for membership. 1 Assignee shall apply for membership if the juridical entity intends to buy a Class B Share, and 2 Assignees shall apply for membership if the juridical entity intends to buy a Class C Share.

If an individual’s membership application is disapproved, he will not be allowed to buy a share. If the Assignee of the juridical entity is denied membership, it must designate another person who shall file an application for membership with the Club.

Types of Membership Available to the Public  

• Regular Member a natural person who owns a Class B Share and whose membership application has been approved. He is entitled to a Usage Right and a Voting Right. He may, however, assign his Usage Right to a natural person (“Nominated Member”) who will exercise the Usage Right in his place. A Regular Member must be of legal age and of good moral character.

• Nominated Member a natural person who is an assignee of a Regular Member or any holder of a Class B Share or Class C Share and whose membership application has been approved. He is entitled to a Usage Right, but not a Voting Right. A Nominated Member must be of legal age and good moral character. In addition, A Nominated Member of a juridical entity must be registered stockholder, officer or employee of such juridical entity.

Members must abide by the rules and regulations of the Club. A person’s membership may be suspended or revoked by the Club’s Board of Directors due to violations specified in the By-laws and the rules and regulations of the Club. In such cases, A Regular Member must dispose of his share and a Nominated member will be replaced as an assignee. While the Voting Rights of holders of Class B Shares and Class C Shares shall be reinstated beginning March 28, 2010, only stockholders who are members in good standing shall have the right to be voted for as member of the Board of Directors of the Club.

Immediate Family Members & Guests

The legitimate spouse and unmarried children below 25 years of age of members will have the right to use the facilities of the Club, subject to the payment of such fees and charges as may be imposed by the Board of Directors. Guests shall be entitled to Usage Rights for a limited period of time upon a written invitation by a member and subject to guidelines to be further determined by the Board of Directors. People who have been denied membership in the Club cannot be brought in as guests.

RESALE

 The Club has a right of first refusal on any share that is to be sold by a shareholder. If a person wants to sell his share, he must offer it for sale to the Club at his own price and terms. If the Club chooses not to buy the share, the shareholder can then offer it for sale to a third party at the same or higher price and on the same terms at which he offered it to the Club. If he cannot sell the share within 30 days from the Club’s rejection of his offer and he wants to lower his price or change his terms, he must re-offer the share to the Club at the new price and terms before he can offer it to a third party.

Shareholders will only be able to resell their shares 3 years after the official start of the Club’s commercial operations. Before a shareholder can sell his share, he must cause his intended buyer to file a membership application with the Club. Once an applicant’s membership has been approved, the shareholder can consummate his sale with the buyer. No share of stock shall be transferred in the name of a person whose application for membership in the Club has not been approved.

 SHARE OWNERSHIP AS A PRE-REQUISITE FOR REAL ESTATE OWNERSHIP

To maintain the exclusivity and close community ties among the residents, a membership in the Anvaya Cove Beach & Nature Club (or any other future membership club to be offered in Anvaya Cove) is a pre-requisite for anyone who intends to buy a residential lot or vacation home in this community. Thus, a person or juridical entity must have at least 1 share of stock in the Club registered in his or its name in order to be entitled to buy one or several real estate properties within Anvaya Cove.

For as long as one is an owner of real property in Anvaya Cove, such person or juridical entity is required to own at least 1 share of stock of the Club in his/its name to maintain his/its ownership of such real property. If the said real estate owner wants to sell his lot or unit, he must ensure that his intended buyer is also a shareholder in the Club.

However, a person who wants to own a share of stock in the Club is not required to purchase real property within Anvaya Cove to acquire and maintain ownership of such share.

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Beach And Nature Club Share Prices

Anvaya Cove Beach and Nature Club, Share Prices as of August 23, 2005

CLASSIFICATION	CASH 30	DEFERRED SCHEME (30-70)	IN-HOUSE* FINANCING
			18 - months scheme (30-70) 0% interest
Class B (Ind/Corp)	460,000	475,000	506,000
Class C (Corp)	726,000	750,000	800,000

NOTES:
1. Prices are subject to change without prior notice
2. "Ind" refers to individual; "Corp" refers to corporations, partnerships or associations.

IMPORTANT: This table, generated as of August 23, 2005 is for informational purposes only. The particulars, details and visuals shown herein are intended to give a general idea of the project and as such are not to be relied upon as statements of fact, While such particulars and details are based on present plans which have been prepared with utmost care and are given in good faith, buyers are invited to verify the factual correctness and subsequent changes, if any, The contents herein are subject to change without prior notice and do not constitute part of an offer or contract.

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Beach And Nature Club Payment Terms

Anvaya Cove Beach and Nature Club, Payment Terms as of July 7, 2005

PARTICULARS	CASH 30	DEFERRED SCHEME 30-70	IN-HOUSE FINANCING
			18 - months Scheme 30-70
DISCOUNT/INTEREST	9% discount	6% discount	0% interest p.a.
RESERVATION FEE	50,000 Class B (ind/Corp)	50,000 Class B (Ind/Corp)	50,000 Class B (Ind/Corp)
	80,000 Class C (Corp)	80,000 Class C (Corp)	80,000 Class C (Corp)
DOWNPAYMENT
Amount	100% lump sum (net of reservation)	30% lumpsum (net of reservation)	30% lumpsum (net of reservation)
Due Date	30 days after reservation	30 days after reservation	30 days after reservation
Terms	---------	---------	---------
OTHER CHARGES	30 days after reservation	30 days after reservation	together with the 2nd to the last installment
Balance
Amount	---------	70% lumpsum	70% in 12 monthly installments

NOTES:

1. RESERVATION

Reservation agreement for lots must always be executed together with the reservation agreement of any membership share within Anvaya Cove unless the applicant already has a pending application for membership or is currently a member of any club within Anvaya Cove. If membership appliication to the Club within Anvaya Cove has been denied, the corresponding reservation fee and downpayment, if applicable, for the lot will be refunded in full without interest.

2. IN-HOUSE FINANCING

In cases where in-house financing is available, issuance of downpayment does not guarantee approval of in-house financing. In the event that the Installment Purchase Application (IPA) for in-house financing is disapproved, the reservation fee and the downpayment will be refunded in full but without interest. In cases where in-house financing is avaibale, all in-house financing schemes are subject to in-house credit evaluation and are required to submit post-dated checks and credit line insurance.

3. PENALTIES
Penalties will apply for late payment
4. TERMS ARE SUBJECT TO CHANGE WITHOUT PRIOR NOTICE

IMPORTANT: This table, generated as of June 8, 2005 is for informational purposes only. The particulars, details and visuals shown herein are intended to give a general idea of the project and as such are not to be relied upon as statements of fact, While such particulars and details are based on present plans which have been prepared with utmost care and are given in good faith, buyers are invited to verify the factual correctness and subsequent changes, if any, The contents herein are subject to change without prior notice and do not constitute part of an offer or contract.

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