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Pan-Caribbean Financial Services – Binding Agreement

At a joint press conference at the Terra Nova Hotel on January 8, 2004, by Pan Caribbean Financial Services Ltd. (PCSF) and Manufacturers Investments Ltd. (MIL) the parent company of Manufacturers Sigma Merchant Bank (MSMB), it was announced that a binding agreement to merge the two institutions was signed on December 31, 2003.

Due diligence by both parties and the final negotiation of the relative values of the two entities have been completed.Remaining steps to complete the merger are : an Extraordinary GM of PCSF shareholders to approve approximately 268 million shares that will be issued to MIL shareholders and a series of court and regulatory approvals to effect the merger and amalgamation. These steps are expected to be completed by the end of February 2004.

The companies have completed submissions to the regulatory bodies, the BOJ and the FSC and the Minister of Finance. The new company will have combined assets of over $40 billion and equity in excess of $2.5 billion.