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, 23 May 2011, 20 June 2011 and 23 June 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, 23 May 2011, 20 June 2011 and 23 June 2011 in relation to the above. On 20 June 2011, Nomura announced on the SGX-ST, for and on behalf of Mayban IB Holdings, that 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 the 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. On behalf of the Board of Directors of Maybank, Maybank Investment Bank Berhad wishes to announce that Nomura has on 28 June 2011 announced on the SGX-ST, for and on behalf of Mayban IB Holdings, that Mayban IB Holdings has given notice in the prescribed form 57 (“Form 57”) pursuant to Section 215(1) of the Companies Act, together with a cover letter (“Letter”) to the Dissenting Shareholders. Mayban IB Holdings has also despatched, together with the Letter, the notice in the prescribed form 58 (“Form 58”) pursuant to Section 215(3) of the Companies Act, whereby Dissenting Shareholders may, within three (3) months after the Form 58 is given (i.e. By 28 September 2011), give notice to Mayban IB Holdings requiring it to acquire their Kim Eng Shares at the Offer Price of S$3.10 for each Kim Eng Share and on the same terms as those offered under the Offer, and Mayban IB Holdings shall be entitled and bound to acquire their Kim Eng Shares at the Offer Price of S$3.10 for each Kim Eng Share and on the same terms as those offered under the Offer. Mayban IB Holdings intends to exercise its right of compulsory acquisition to acquire all the Kim Eng Shares held by the Dissenting Shareholders on or after 29 July 2011 (“Transfer Date”), subject to and on the terms set out in Form 57 and the provisions of Section 215(4) of the Companies Act. The Offer remains open for acceptance until 5.30 p.m. (Singapore time) on Monday, 4 July 2011 (“Final Closing Date”). Shareholders who have not yet tendered their Kim Eng Shares in acceptance of the Offer and wish to accept the Offer may still do so by following the procedures for acceptance of the Offer as set out in the Offer Document and the relevant acceptance forms, by 5.30 p.m. (Singapore time) on the Final Closing Date. Acceptances by shareholders of Kim Eng must be received by 5.30 p.m. (Singapore time) on the Final Closing Date. Please refer to the attached announcement on the despatch of notices pursuant to Sections 215(1) and 215(3) of the Companies Act made by Nomura, for and on behalf of Mayban IB Holdings, on the SGX-ST as well as the Letter together with Form 57 and Form 58 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 28 June 2011. |
Company Name | MALAYAN BANKING BERHAD |
Stock Name | MAYBANK |
Date Announced | 28 Jun 2011 |
Category | General Announcement |
Reference No | MI-110628-64289 |