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We are pleased to announce that CIMBB had, on 13 February 2004 signed a MOA with TAE to acquire the Entire Issued Capital of Botly for a total purchase consideration of RM400 million to be satisfied by the issuance of 80,000,000 CIMBB Shares.

The MOA sets out the agreements of the parties on the principal terms in respect of the Proposed Acquisition.

The Proposed Acquisition shall involve CIMBB acquiring the Entire Issued Capital of Botly from TAE for a total purchase consideration of RM400 million.

The Proposed Acquisition shall be implemented on the basis that, among others, the terms of the Business Merger Agreement entered into between TA Securities Bhd (TAS) and Botly on 2 December 2002 to be amended (Amended Merger) as follows:

a) TAS will sell and Botly will purchase the business of stockbroking and dealing in securities of TAS including but not limited to all the operating assets, licence(s), margin-client receivables, the clients and other assets and liabilities of TAS relating to the business of stockbroking and dealing in securities of TAS as may be specified by CIMBB after evaluating the due diligence;

b) effective from 1 February 2004 and from that date onwards, all profits from the business shall accrue to Botly;

c) all (i) remisiers and employees of TAS shall be re-engaged or re-employed as remisiers and employees of Botly; and (ii) information technology support employees of TAE and general workers of TAE for the stockbroking and dealing in securities business of TAS whose particulars and salaries have been identified and agreed between TAE and CIMBB prior to the execution of the MOA shall be engaged or employed by Botly upon terms no more favourable than those enjoyed by them prior to the date of the MOA; and

d) TAS provides warranties to Botly with regards to the business sold and indemnities to Botly with regards to any liabilities (actual or contingent) of TAS that may affect Botly.

Pursuant to the Proposed Acquisition, the Entire Issued Capital of Botly shall be acquired by CIMBB free from all charges, liens and other encumbrances and with all rights attaching thereto.

The purchase consideration of RM400 million would be payable to TAE.
CIMBB agrees to satisfy the purchase consideration by issuing 80,000,000 new CIMBB Shares to TAE at an issue price of RM5.00 per CIMBB Share (Consideration Shares). The Consideration Shares will rank pari passu with the existing shares except that they will not be entitled to any dividend to be declared in respect of the financial year ended 31 December 2003.

The issue price of RM5.00 per CIMBB Share took into consideration, amongst others, the five (5)-day weighted average market price (WAMP) of CIMBB Shares up to 11 February 2004, being the last trading day prior to the date of the MOA, of RM5.03 per CIMBB Share. The issue price represents a discount of approximately 0.60% over the said 5-day WAMP.

The purchase consideration is on the basis that all rights and entitlements of the ordinary shares of RM1.00 each in Botly to be acquired by CIMBB will accrue to CIMBB, except that TAE will be entitled to distributions in respect of proforma net assets of Botly to the extent that as at close of business of 31 January 2004 they exceed RM250 million in total of which RM245 million must comprise of margin client receivables.

CIMBB and TAE agree that TAE will sell to Commerce Asset-Holding Berhad (Placee) a total of 80% of the Consideration Shares at the issue price for the Proposed Acquisition (Placement). A memorandum of agreement in relation to the Placement has been entered into between TAE and the Placee on 13 February 2004.

The Proposed Acquisition would result in a large increase in scale of CIMBBs retail equities business whereby upon the completion of the Proposed Acquisition, CIMBBs remisier base would increase from 90 to 640 licensed dealers.

In addition, the Proposed Acquisition is synergistic with CIMBBs overall capital markets business and would improve its revenue mix between retail and institutional as well as between debt and equities.

The expansion into retail financial services is consistent with CIMBBs business strategy.

TAE was incorporated in Malaysia on 13 March 1990 as a public limited company and was listed on the Main Board of Malaysia Securities Exchange Berhad (MSEB) on 23 November 1990.

TAE has an authorised share capital of RM4,000,000,000 comprising 4,000,000,000 ordinary shares of RM1.00 each of which RM1,328,474,702 comprising 1,328,474,702 ordinary shares of RM1.00 each have been issued and fully paid up as at 23 May 2003.

The principal activities of TAE are investment holding and the provision of management services and funding facilities to its subsidiaries whereas its subsidiaries and associated companies are mainly involved in stockbroker, dealer in securities, provision of nominee services, manager of unit trust fund, fund manager, futures and options broking, property investment and development, money lending and hotel management services.

Based on the latest audited accounts of TAE for the financial year ended 31 January 2003 and the unaudited accounts of TAE for the nine (9)-month period ended 31 October 2003, the contribution to operating profits from the stockbroking business are approximately RM6.8 million and RM43.8 million respectively.

Botly, a wholly owned subsidiary of TAE, was incorporated in Malaysia on 1 July 1973 and assumed its present name.

Botly has an authorised share capital of RM300,000,000 comprising 300,000,000 ordinary shares of RM1.00 each of which 200,000,000 have been issued and fully paid-up as at 31 January 2004.

The principal activities of Botly and its subsidiaries are that of stockbroker, dealer in securities and provision of nominee services.

The MOA sets out the understanding and intention of the parties in respect of the Proposed Acquisition.

CIMBB and TAE agree that they will negotiate and then execute a sale and purchase agreement relating to the subject matter of the MOA no later than 27 February 2004 (SPA).

The parties agree that the SPA will:

a) include the principal terms contained in the MOA; and

b) provide for an agreement between Botly and TAS relating to the Amended Merger and such other agreements as may be necessary.

The principal conditions precedent to the Proposed Acquisition are as follows:

a) the results of the due diligence on TAS and Botly and its subsidiaries not revealing any matter which is unacceptable or unsatisfactory to CIMBB (Unacceptable Matters). What constitutes Unacceptable Matters will be agreed by the parties in the SPA;

b) the Securities Commission, the Foreign Investment Committee, the Minister of Finance, MSEB and any other relevant authority approving the Amended Merger and the Proposed Acquisition and confirming that the conditional approval granted for Universal Broker status to Botly is still valid;

c) the shareholders of CIMBB and of TAE approving the Proposed Acquisition;

d) the Amended Merger being completed;

e) MSEB giving its approval-in-principle for the listing and quotation of the Consideration Shares;

f) the execution of the placement agreement referred to in section 2.3 hereof between TAE and the Placee; and

g) FIC and other relevant authority approving the placement of the Placement Shares to the Placee.

The parties agreed that the abovementioned conditions precedent must be fulfilled no later than 6 months from the date of the execution of the SPA as mentioned in section 6 hereof (or such other later date as TAE and CIMBB may mutually agree).

A detailed announcement in relation to the Proposed Acquisition will be made after the SPA has been entered into.

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