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ADDITIONAL INFORMATION FROM ROYAL TRUSTCO ON ROYAL BANK DEAL

 TORONTO, March 23 /PRNewswire/ -- On March 18, 1993, Royal Trustco Limited and Royal Bank of Canada announced the signing of an agreement in principle whereby Royal Bank would purchase Royal Trustco's Canadian and International operating subsidiaries. As previously announced, under the terms of the agreement, Royal Trustco will retain certain assets with net book value at Dec. 31, 1992 of approximately $4.3 billion. The transaction will be subject to certain conditions including the execution of definitive agreements, regulatory and court approvals, and the approval of Royal Trustco's debenture holders and shareholders.
 In response to inquiries regarding the pro-forma financial position of Royal Trustco following the close of the proposed transaction, the company announced today that this pro-forma financial position will depend on the resolution of certain issues, which is expected over the next several weeks.
 On March 18, Royal Trustco announced that it expected a 1992 loss of approximately $850 million to $900 million which would result in common shareholders' equity of approximately $150 million to $200 million at Dec. 31, 1992. The book value of the operations which are proposed to be sold to Royal Bank of Canada was approximately $1.380 billion. The proceeds of $1.645 billion are subject to adjustments based upon changes in size of the asset and liability balances and assets under administration that occur between Dec. 31, 1992 and the later of the date of closing and Oct. 31, 1993. Any reduction in price will be limited to a maximum of $50 million. The formula also permits the proceeds to increase. Therefore, Royal Trustco's gain of approximately $265 million on the proposed sale of the transferred business is subject to adjustment and cannot be determined accurately at this time.
 Royal Trustco has collected and expects to collect further amounts in the normal course prior to closing from the assets excluded from the sale. In addition Royal Trustco is considering the sale of certain loan portfolios prior to closing. Under the terms of the agreement, Royal Bank of Canada has agreed to provide Royal Trustco with a financing facility secured by a purchase money mortgage of up to $200 million and Trilon Financial Corporation has agreed to provide financing of up to $100 million. These facilities are expected to be sufficient to close the transaction. The extent to which these facilities will be drawn cannot be determined at this time as this is contingent upon the level of loan collections and loan portfolio sales prior to closing.
 Royal Trustco and its advisors are in the process of developing several potential outcomes taking into account these related factors for inclusion in an information circular being prepared for submission to Royal Trustco's debenture holders and shareholders. Additional information is expected to be available in several weeks at which time information meetings will be held with a view to subsequently holding formal approval meetings with debenture holders and shareholders.
 -0- 3/23/93
 /CONTACT: Susan Haseltine, public affairs, 416-981-6467, or Ian McCallum, bondholder information, 416-981-6451, or Jim Ferenbach, shareholder information, 416-981-7226, all of Royal Trust/


CO: Royal Trustco Limited ST: Ontario IN: FIN SU: TNM

WB -- NY031 -- 8605 03/23/93 10:51 EST
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Publication:PR Newswire
Date:Mar 23, 1993
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