Contents :

1. INTRODUCTION

We refer to the announcements dated 22 April 2002 and 2 May 2002 made by AmMerchant Bank Berhad (formerly known as Arab-Malaysian Merchant Bank Berhad) ("AmMerchant Bank") on behalf of the Board of Directors of Directors of SCIB ("Board"), in relation to inter-alia, the Proposed Acquisition.

Further to the abovementioned announcements, on behalf of the Board, AmMerchant Bank wishes to announce that SCIB had on 1 July 2002, entered into a conditional Supplemental Sale and Purchase Agreement ("Supplemental SPA") with Oricon Sdn Bhd ("Vendor"). The Supplemental SPA was entered into after due considerations and discussions between the management of SCIB and the Vendor on the Proposed Acquisition to revise the purchase consideration of Oricon Land from RM22 million (based on revised layout plan basis of valuation) to RM18.5 million (based on as is, where is basis of valuation) ("Revised Consideration").

The Revised Consideration was arrived at based on a willing buyer-willing seller basis after taking into consideration the market value of Oricon Land (without taking into consideration of a proposed layout plan) appraised by Messrs. Jordan Lee, Jaafar & Chew Sdn Bhd, an independent firm of valuers on 17 June 2002.

2. DETAILS OF THE SUPPLEMENTAL SPA

The conditional Supplemental SPA varies certain terms of the initial conditional Sale and Purchase Agreement entered into on 18 April 2002 ("Original SPA"). The details of the Supplemental SPA, inter-alia, are as follows:-

(i) the purchase consideration for the Oricon Land shall be revised from RM22 million to RM18.5 million and the new ordinary shares of RM1.00 each ( Shares) in SCIB to be issued pursuant to the Proposed Acquisition shall be varied from 12,000,000 Shares to 9,602,000 Shares. The proposed issue price of the new Shares remains unchanged at RM1.46 per Share; and

(ii) the Proposed Acquisition will no longer be conditional upon the approval of the proposed layout plan or the revised layout plan.

Subject only to the variation and amendments contained in the conditional Supplemental SPA and such other alterations, if any, as may be necessary to make the conditional Original SPA consistent with the conditional Supplemental SPA, the conditional Original SPA shall remain in full force and effect.

Apart from the above changes, all the other terms of the Proposed Acquisition remain unchanged.

3. EFFECTS OF THE PROPOSED ACQUISITION

The effects of the revised terms and conditions in accordance with the conditional Supplemental SPA on the Proposed Acquisition are as follows:-

3.1 Share Capital

Please refer Table 1 below.

3.2 NTA

Based on the audited consolidated financial statements of SCIB for financial year ended 30 June 2001, the proforma effects on the SCIB Group's NTA per Share are set out in Table 2.

3.3 Shareholding Structure

Please refer Table 3 below.

The effects on the Earnings and the Dividends of the SCIB Group remain unchanged as announced earlier.

4. DOCUMENTS AVAILABLE FOR INSPECTION

The conditional Supplemental SPA may be inspected at the registered office of SCIB at Lot 1258, Jalan Utama Pending Industrial Estate 93450, Kuching, Sarawak during normal office hours from Monday to Friday (except public holidays) from the date of this announcement up to the date of the last conditions on the Proposed Acquisition.

This announcement is dated 2 July 2002.

To view the table/image, please refer to the attachment.

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