77KM Ab Inbev 23

RNS Number:0160A
H & CB
30 October 1999




PUBLIC ANNOUNCEMENT

1.      NOTICE OF H&CB'S AGREEMENT ON THE ABSORPTION OF A SUBSIDIARY

2.      MOTIVATION & OBJECTIVES

       - To improve management efficiency through highly commitment to          
        restructuring bank's subsidiary

3.      METHOD

       - H&CB has absorbed Joo Eun Mutual Savings & Finance Co., Ltd. in        
        accordance with the provisions of Korean Commercial Law
                                                                    


4.      PROFILE OF THE ABSORBED COMPANY

        - Name of the Company Absorbed :Joo Eun Mutual Savings& Finance         
         Co.,Ltd.
        - Equity Capital : KRW 52.3 bn
        - Number Of Outstanding Shares       10,478,600 Shares
        - Financial Status (June 30,1999)

                                                                (KRW,bn)
Total Assets   Total Liabilities  Shareholders Equities   Revenue    Net Income

   143.2            118.2                   25.0            15.3      -26.9

          - Type of Business : Financial Services Similar to a Credit Union
          - Address of Headquarters : 1688-3, 4 Socho-dong, Socho-gu. Seoul,
            Korea
          - Settlement Date : The End of June Each Year

5.      MERGER RATIO AND RATIONALES

        1) MERGER RATIO

          - At The Ratio of 1, H&CB to 0, Joo Eun Mutual Savings & Finance Co,.
            Ltd.
          - There will be no new stock issues for the allocations arisen from
            the merger

        2) RATIONALE 

           - As a listed company, H&CB's stock price is determined
             on the basis of the market value, weighted average price of the
             latest 30 days 
           - In terms of the calculations of the unlisted Joo Eun Mutual        
            Savings & Finance's stock price, its net asset value was
             regarded as its market value

6.      ASSESSMENT ON THE ABSORPTION BY EVALUATION COMPANY

           - Samil Accounting Co., An Authorized Accounting Firm, confirmed     
            that the merger ratio was reasonable.

7.      AMOUNTS OF EQUITY CAPITAL & NUMBER OF SHARES  (NO CHANGE)

           - Equity Capital : KRW 792.2 bn

           - Number Of Outstanding Shares:  158,447,777 Shares

8.      SCHEDULE OF MERGER PROCEDURE

           - Date Of Agreement On The Absorption : October 30, 1999

           - Expected Date Of Board Approval : November 25, 1999 
             (it does not require to have the approval of general shareholders' 
            meeting in line with the Korean Commercial Code)

9.      EFFECTIVE DATE OF MERGER

           - On December 20, 1999

10.      RESOLUTION DATE OF THE BOARD MEETING : ON OCTOBER 30,1999

11.      OTHERS

           - Pursuant to article 527(3) of the Korean Commercial Code, approval 
            of M&A by the board of directors shall have the same effect as      
           approval by the general meeting of shareholders.

           - Pursuant to article 527(3) of the Korean Commercial Code, the      
            Appraisal Rights of Dissenting Shareholders shall not be granted

           - Pursuant to article 527(3) of the Korean Commercial Code, the      
            bank's shareholders' book should close on November 9, 1999 with     
           the purpose of confirmation of the list of shareholders. Any         
          notification of opposition relating to the absorption should be       
         submitted to The Bank of New York from November 10, 1999 to
             November 23, 1999 in New York time ( November 24, 1999 in Korean
             time)

           - The contents above mentioned shall be subject to change according
             to the approval process by the related regulatory authorities.

           - The customers of the absorbed subsidiary can maintain their
             business relationship with H&CB instead, and any of them will not
             be subject to any negative effects due to the M&A.

Letter from Sung-Soo Jung, General Manager - Corporate Financial Planning Div,
H&CB             

END
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