Type | Announcement |
Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS |
Description | MALAYAN BANKING BERHAD (“MAYBANK”) (I) ACQUISITION BY MAYBAN IB HOLDINGS SDN. BHD. (FORMERLY KNOWN AS ASEAM CREDIT SDN. BHD.) (“MAYBAN IB HOLDINGS”), A WHOLLY-OWNED SUBSIDIARY OF MAYBANK, OF AN AGGREGATE OF 257,559,264 ORDINARY SHARES IN KIM ENG HOLDINGS LIMITED (“KIM ENG”), REPRESENTING 44.63% OF THE ISSUED SHARE CAPITAL OF KIM ENG (II) MANDATORY UNCONDITIONAL CASH OFFER TO ACQUIRE ALL THE ORDINARY SHARES IN THE CAPITAL OF KIM ENG OTHER THAN THOSE ALREADY OWNED BY MAYBAN IB HOLDINGS, ITS RELATED CORPORATIONS AND THEIR RESPECTIVE NOMINEES |
(For consistency, the abbreviations used hereafter throughout this Announcement shall have the same meanings as defined in the announcements dated 6 January 2011, 12 January 2011, 5 May 2011, 10 May 2011, 11 May 2011 and 23 May 2011 unless otherwise stated.) We refer to the announcements dated 6 January 2011, 12 January 2011, 5 May 2011, 10 May 2011, 11 May 2011 and 23 May 2011 in relation to the above. On behalf of the Board of Directors of Maybank ("Board"), pursuant to Rule 28.1 of the Singapore Code on Take-overs and Mergers, Maybank Investment Bank Berhad wishes to announce that, as at 5.00 p.m. on 17 June 2011, Mayban IB Holdings has received valid acceptances in respect of an aggregate of 260,704,264 Kim Eng Shares, representing approximately 45.18% of the Kim Eng Shares in issue as at 17 June 2011*, which, when taken together with the Kim Eng Shares held by Mayban IB Holdings as at the date of the offer document ("Offer Document"), comprise an aggregate of 550,511,528 Kim Eng Shares representing approximately (i) 95.39% of the Kim Eng Shares in issue as at 17 June 2011; and (ii) 90.75% of the Kim Eng Shares in issue as at 17 June 2011 (other than those already held by Mayban IB Holdings, its related corporations or their respective nominees as at the date of the Offer Document). As at the date of this Announcement, Mayban IB Holdings owns, controls or has acquired not less than 90% of Kim Eng Shares (other than those already held by Mayban IB Holdings, its related corporations or their respective nominees as at the date of the Offer Document). Accordingly, Mayban IB Holdings is entitled to, and will in due course, exercise its right of compulsory acquisition under Section 215(1) of the Companies Act, to acquire all the Kim Eng Shares of shareholders of Kim Eng who have not accepted the Offer prior to the Final Closing Date (as defined herein) ("Dissenting Shareholders") at the Offer Price of S$3.10 for each Kim Eng Share and on the same terms as those offered under the Offer. Dissenting Shareholders should refer more particularly to the relevant documentation to be despatched by Mayban IB Holdings to them in due course together with the prescribed notice under the Companies Act in relation to the exercise of its right of compulsory acquisition. The last date and time for the lodgement of acceptances of the Offer ("Closing Date") will be extended from 5.30 p.m. (Singapore time) on Monday, 20 June 2011 to 5.30 p.m. (Singapore time) on Monday, 4 July 2011 ("Final Closing Date"). Mayban IB Holdings has no intention to extend the Offer beyond 5.30 p.m. (Singapore time) on the Final Closing Date and the Offer will not be open for acceptance beyond 5.30 p.m. (Singapore time) on the Final Closing Date. Please refer to the attached announcement by Nomura, for and on behalf of Mayban IB Holdings, for further details. The directors of Mayban IB Holdings and Maybank (including any who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or otherwise publicly available sources (including, without limitation, in relation to Kim Eng), the sole responsibility of the directors of Mayban IB Holdings and Maybank has been to ensure through reasonable enquiries that such information has been accurately and correctly extracted from such sources or, as the case may be, reflected or reproduced in this Announcement. This Announcement is dated 20 June 2011. Note: * Based on 577,093,954 Kim Eng Shares in issue as at 17 June 2011 (excluding treasury shares). |
Company Name | MALAYAN BANKING BERHAD |
Stock Name | MAYBANK |
Date Announced | 20 Jun 2011 |
Category | General Announcement |
Reference No | MI-110620-3055 |