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/FIRST AND FINAL ADD -- NY079 -- GENTRA INC./

 GENTRA RECEIVES COURT ORDER CALLING DEBENTUREHOLDERS' AND
 SHAREHOLDERS' MEETINGS TO CONSIDER PLAN OF ARRANGEMENT
 (b) The purchase price for the Purchased Businesses will be
 equal to the aggregate of the following:
 (i) the amount by which the sum of the net book values of the
 assets which constitute the Purchased Businesses exceeds
 the sum of all of the liabilities of the Purchased
 Businesses, which as at March 31, 1993 would have been
 approximately $1,400 million; and
 (ii) an additional amount, which the corporation estimates
 would be approximately $258 million if determined at this
 time, based on an agreed formula to reflect certain
 adjustments.
 The estimated additional amount less costs and fees related to the transaction described in Notes 2(e) and 2(h) below ("Excess of net proceeds over book value of Purchased Businesses") is presented on the pro forma balance sheet as a reduction of the carrying value of the corporation's assets. This treatment has been adopted in view of the uncertainties as to the amount of ultimate realizations on the corporation's assets and related further loan loss provisions both before and after closing and the commitments and contingencies described in Note 3.
 The corporation anticipates the income tax liability arising as a result of the bank transaction will be sheltered by existing loss carryforwards.
 (c) The bank will withhold from the purchase price an amount in respect of possible future losses on loans in any of the international Purchased Businesses. At March 31, 1993, the net book value of these loans was $294 million. The amount withheld will be sufficient to enable the bank to purchase a $75 million zero coupon bond maturing two years after the date of closing. The purchase price of such a bond is estimated to be $65 million. The corporation believes such international loans were adequately provided for in the corporation's March 31, 1993 unaudited interim financial statements.
 (d) The Definitive Agreements provide that the corporation may obtain financing from the Purchased Businesses up to a maximum of $200 million (the "Excluded Assets Loan"). The Excluded Assets Loan is secured by a floating charge over certain Canadian assets of the Remaining Businesses, and is repayable in equal monthly installments ending in July, 1994.
 In order to facilitate the Arrangement, Trilon will provide to the corporation a loan in the amount of $100 million in the aggregate (the "Trilon Loan"). The Trilon Loan is secured by a first charge on the shares of certain United States subsidiaries of the corporation and a floating charge, ranking behind that securing the Excluded Assets Loan, over certain Canadian assets of the Remaining Businesses. The loan is repayable, after the Excluded Assets Loan has been repaid, in equal monthly installments ending on December 29, 1994.
 (e) The costs the corporation expects to incur in connection with the arrangement, including costs associated with the implementation of arrangements satisfactory to the bank with respect to the Management Share Purchase Plan as it applies to employees of the Purchased Businesses, and financial, advisory and legal fees, are estimated to be $55 million.
 After reflecting the above transactions, the March 31, 1993 balance sheet of the Remaining Businesses becomes:
 GENTRA INC.
 REMAINING
 BUSINESSES
 PRIOR TO
 BANK PURCHASE INTERNATIONAL
 TRANSACTION PRICE (b) LOAN ESCROW (c)
 ($ millions)
 ASSETS
 Cash, short term
 investments and
 securities (2,232) 1,658 (65)
 Restricted cash,
 short term
 investments and
 securities 45 65
 Loans 4,680
 Less allowance
 for loan losses (698)
 Total 3,982
 Investment in
 Purchased
 Businesses 1,400 (1,400)
 Corporate real
 estate 123
 Other assets 168
 Total 3,486
 Excess of net
 proceeds over
 book value of
 Purchased
 Businesses (258)
 Total 3,486
 LIABILITIES AND SHAREHOLDERS' EQUITY
 Other liabilities
 and borrowings 162
 Excluded Assets
 loan
 Trilon loan
 Senior debt 1,178
 Subordinated debt 1,263
 Preferred
 shareholders'
 equity 766
 Common shareholders'
 equity 117
 Total 3,486
 REMAINING
 BUSINESSES
 TRANSACTION AFTER
 FINANCING (d) BANK
 AND SALE COSTS (e) TRANSACTION
 ASSETS
 Cash, short term
 investments and
 securities 245 (394)
 Restricted cash,
 short term
 investments and
 securities 110
 Loans 4,680
 Less allowance
 for loan losses (698)
 Total 3,982
 Investment in
 Purchased
 Businesses
 Corporate real
 estate 123
 Other assets 168
 Total 3,989
 Excess of net
 proceeds over
 book value of
 Purchased
 Businesses 55 (203)
 Total 3,786
 LIABILITIES AND SHAREHOLDERS' EQUITY
 Other liabilities
 and borrowings 162
 Excluded Assets
 loan 200 200
 Trilon loan 100 100
 Senior debt 1,178
 Subordinated debt 1,263
 Preferred
 shareholders'
 equity 766
 Common shareholders'
 equity 117
 Total 3,786
 II. OTHER POST MARCH 31, 1993 TRANSACTIONS
 (f) Cash received from collection of loans which form part
 of the Remaining Businesses has been reflected for the
 period April 1 to June 30, 1993. No estimate of cash
 collections from July 1, 1993 to closing has been
 included.
 (g) Repayment of Senior Debt and retractions by holders of
 Series F Preferred Shares have been reflected for the
 period April 1 to June 30, 1993. All of these repayments
 were made as the obligations fell due in the normal
 course of business.
 (h) The corporation is in the process of terminating certain
 interest rate and cross currency swaps that form part of
 Remaining Businesses. Based on June 30, 1993 market
 values, the associated cost is estimated to be $15
 million.
 (i) Proceeds on the proposed sale of certain United Kingdom
 residential mortgages are estimated to be equal to their
 net book values.
 After reflecting the above March 31, 1993 transactions, the pro forma financial position becomes:
 Pro Forma
 Remaining (No exercise
 Businesses Other Post Proposed of Preferred
 After March 31 Bulk Share
 Bank Transactions Asset Retraction
 Transaction (f) to (h) Sales (i) Privilege)
 ($ millions)
 ASSETS
 Cash, short term
 investments and
 securities (394) 110 400 116
 Restricted cash, short
 term investments and
 securities 110 110
 Loans 4,680 (351) (400) 3,929
 Less allowance for
 loan losses (698) (698)
 Total 3,982 3,231
 Corporate real estate 123 123
 Other assets 168 168
 Total 3,989 3,748
 Excess of net proceeds
 over book value of
 Purchased Businesses (203) 15 (188)
 Total 3,786 3,560
 LIABILITIES AND
 SHAREHOLDERS' EQUITY
 Other liabilities and
 borrowings 162 162
 Excluded Assets loan 200 200
 Trilon loan 100 100
 Senior debt 1,178 (226) 952
 Subordinated debt 1,263 1,263
 Preferred shareholders'
 equity 766 766
 Common shareholders'
 equity 117 117
 Total 3,786 3,560
 III. RETRACTION PRIVILEGE
 (j) Under the arrangement, Preferred Shareholders will be given the option to retract their shares in consideration for the issue of a new class of 7.5 per cent Junior Subordinated Debt due December 31, 2001, which will rank below the existing Subordinated Debt (the "Retraction Privilege").
 The exchange ratios for the Preferred Shares are:
 (i) $10 of principal amount of new Junior Subordinated Debt for every $25 of original issue price of Cumulative Preferred Shares retracted; and
 (ii) $7 of principal amount of new Junior Subordinated Debt for every $25 of original issue price of Non-Cumulative Preferred Shares retracted.
 On March 18, 1993, the Board of Directors suspended further declarations of dividends on the corporation's Preferred and Common Shares. All entitlement to accrued and unpaid dividends on Preferred Shares tendered for retraction will be extinguished.
 Trilon and Arteco Holdings Limited have undertaken not to avail themselves of the Retraction Privilege in respect of their holdings of the Corporation's Preferred Shares. The original issue price of these shares is approximately $231 million.
 Assuming all other Preferred Shareholders avail themselves of the Retraction Privilege, the pro forma financial position becomes:
 PRO FORMA PRO FORMA
 (NO EXERCISE (MAXIMUM EXERCISE)
 OF PREFERRED OF PREFERRED
 SHARE RETRACTION RETRACTION SHARE RETRACTION
 PRIVILEGE) PRIVILEGE (j) PRIVILEGE)
 ASSETS
 Cash, short term
 investments
 and securities 116 116
 Restricted cash,
 short term
 investments
 and securities 110 110
 Loans 3,929 3,929
 Less allowance
 for loan losses (698) (698)
 Total 3,231 3,231
 Corporate real estate 123 123
 Other assets 168 168
 Total 3,748 3,748
 Excess of net
 proceeds over book
 value of Purchased
 Businesses (188) (188)
 Total 3,560 3,560
 LIABILITIES AND SHAREHOLDERS' EQUITY
 Other liabilities
 and borrowings 162 162
 Excluded Assets loan 200 200
 Trilon loan 100 100
 Senior debt 952 952
 Subordinated debt 1,263 1,263
 Junior subordinated
 debt 199 199
 Preferred share-
 holders' equity 766 (535) 231
 Common share-
 holders' equity 117 336 453
 Total 3,560 3,560
 As the Retraction Privilege is an option of the Preferred Shareholders, it is not possible to estimate the proportion of Preferred Shares that will be retracted. The above provides an indication of the range of outcomes that could occur.
 3. COMMITMENTS AND CONTINGENCIES
 No adjustments have been made to the pro forma balance sheet for the following commitments and contingencies:
 (a) The corporation intends to enter into new interest rate and cross currency swap transactions, amend existing swaps, and use foreign exchange contracts and certain derivatives as required to manage the interest rate and foreign currency exposures that arise upon closing the transaction with the Bank. The corporation is in the process of obtaining counterparty lines. It is not possible to estimate the amount of collateral that will be required.
 (b) The corporation has an aggregate commitment of $483 million with respect to a 30 year lease for new office premises in Toronto, which under the terms of the definitive agreements would remain with the corporation.
 (c) Under the Definitive Agreements, the corporation is responsible for payment of any amounts to settle all litigation pending at the date of closing with respect to the Purchased Businesses. The corporation believes such litigation matters were adequately provided for in the corporation's March 31, 1993 unaudited interim financial statements.
 (d) As a condition of the Definitive Agreements, there will be a report on assets under administration of the Purchased Businesses no later than August 24, 1993. The corporation will be responsible for definitive losses, known losses and known errors disclosed by the special report up to a maximum of $15 million.
 (e) The corporation agreed to reimburse the Bank if the Bank makes any net payments during the two years following the date of closing in respect of the approximately $20 million of contingent liabilities of the Purchased Businesses for certain corporate financial services assets and income.
 -0- 7/12/93 AA NY079
 /PRNewswire -- July 12/
 /END FIRST AND FINAL ADD/


CO: Gentra Inc. ST: Ontario IN: FIN SU: RCN ERN

16:26 -- NY079A -- 0619 07/12/93 17:29 EDT
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Date:Jul 12, 1993
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