Bursa Announcements

Contents :

1. Based on their latest audited accounts, the net profits and net tangible assets (“NTA”) of the banking subsidiaries of AMMB Holdings Berhad (“AHB”) and Utama Banking Group Berhad (“UBG”) are as follows:-

1.1 AHB Banking Subsidiaries

	Y/E 31 March, 2000
	Net Profits NTA
	(RM’000) (RM’000)
Arab-Malaysian Merchant Bank Berhad (“AMMB”) Group Arab-Malaysian Finance Berhad (“AMFB”) Arab-Malaysian Bank Berhad (“AMBB”)	249,216 949,276 209,327 851,534 91,023 151,099

1.2 UBG Banking Subsidiaries

	Y/E 31 December, 1999
	Net Profits NTA
	(RM’000) (RM’000)
Bank Utama Malaysia Berhad (“Bank Utama”) Utama Merchant Bank Berhad (“UMBB”)	128,729 681,693 (82,704) 123,503

(i) creation of a new company to hold the banking subsidiaries of AHB and UBG;

(ii) the merger entities are to be valued on their respective net tangible assets value at the reference date of 30 September, 2000;

(iii) the merger agreement can be terminated if relevant corporate and regulatory approvals are not obtained;

(iv) warranties and undertakings that are usual in such transaction; and

(v) the audit of each merger entity to be completed within 30 days from 30 September, 2000 and due diligence accountants shall conduct a review of each merger entity within two (2) months from 30 August, 2000.

Copy of the merger agreement is available for inspection at the registered office of AHB at 22nd Floor, Bangunan Arab-Malaysian, Jalan Raja Chulan, 50200 Kuala Lumpur during the business hours of 9.00 am to 5.30 p.m. from Monday to Friday (expect Public Holidays and Saturdays).

	AMMB	AMFB	AMBB	Bank Utama	UMBB
			(RM’000)
Issued and paid-up capital	300,000	472,693	435,547	800,000	223,000
Irredeemable convertible unsecured loan stock	120,000	466,823	111,875	Nil	Nil

By virtue of their interests in AMFB and/or AMBB, Tan Sri Dato’ Azman Hashim, Dato’ Azlan Hashim, Mr. Cheah Tek Kuang, Encik Azlan Mohd Zainol and Dato’ Mohd Tahir Haji Abdul Rahim, will be entitled to exchange their shares and ICULS in AMFB and/or AMBB for shares in the new company (“NewCo”) to be set up to acquire the banking subsidiaries of AHB and UBG. The aforesaid directors’ shares and ICULS in AMFB and/or AMBB will be exchanged for new shares in NewCo on similar terms as the other shareholders and ICULS holders of AMFB and AMBB.

Apart from the above, none of the other directors or substantial shareholders of AHB have an interest, direct or indirect, in the Proposed Merger.

Query Letter Contents :

We refer to the announcement dated 30 August 2000 in respect of the aforesaid
matters.
In this connection, kindly furnish the Exchange with the following additional
information for public release:
(1) The net profits and net tangible assets of Utama Merchant Bank Berhad
("UMBB"), Bank Utama (Malaysia) Berhad ("Bank Utama"), Arab-Malaysian Merchant
Bank Berhad ("AMMB"), Arab-Malaysian Bank Berhad ("AMBB") and Arab-Malaysian
Finance Berhad ("AMFB") based on the latest audited accounts.
(2) Effect of the Proposed Merger on Group earnings per share for the year
ending 31 March 2001, Group NTA based on the latest audited accounts, share
capital and substantial shareholding.
(3) Salient features of the Sale and Purchase Agreement including the time and
place where it is available for inspection.
(4) The entire issued and paid-up share capital and other capital instruments
of UMBB, Bank Utama, AMMB, AMBB and AMFB.
(5) Basis/ratio for the exchange of shares and its proposed issue price between
Newco and UMBB, Bank Utama, AMMB, AMBB and AMFB.
(6) Description of business carried on by UMBB, Bank Utama, AMMB, AMBB and
AMFB.
(7) Statement by the Board of Directors stating whether or not the Proposed
Merger is in the best interests of the Company, and where a director disagrees
with such statement, a statement by the director setting out the reasons and
the factors taken into consideration in forming that opinion.



(8) Whether the directors, substantial shareholders and persons connected to
the directors/substantial shareholders have an interest, direct or indirect, in
the Proposed Merger.
(9) Details of any service contracts of proposed directors of AHB.
Kindly furnish the Exchange with your reply within two (2) market days from the
date hereof.

Yours faithfully,


Chong Fui Tzy
Manager, Listing Operations
HTH/MEM