Transactions (Chapter 10 Of Listing Requirements):Non Related Party Transactions

Jul 05, 2011 Back
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 APPROXIMATELY 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, 23 June 2011 and 28 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, 23 June 2011 and 28 June 2011 in relation to the above.

On behalf of the Board of Directors of Maybank ("Board"), Maybank Investment Bank Berhad ("Maybank IB") wishes to announce that, on Monday, 4 July 2011, Nomura announced on SGX-ST, for and on behalf of Mayban IB Holdings, that the Offer closed at 5.30 p.m. (Singapore time) on Monday, 4 July 2011 ("Final Closing Date"). Accordingly, the Offer is no longer open for acceptance and any acceptances received after 5.30 p.m. (Singapore time) on Monday, 4 July 2011 will be rejected.

Pursuant to Rule 28.1 of the Singapore Code on Take-overs and Mergers, Maybank IB wishes to announce that, as at 5.30 p.m. (Singapore time) on the Final Closing Date, Mayban IB Holdings has received valid acceptances in respect of an aggregate of 270,948,494 Kim Eng Shares, representing approximately 46.95% of the Kim Eng Shares in issue as at 4 July 2011*. Mayban IB Holdings intends to exercise the right of compulsory acquisition under Section 215(1) of the Companies Act, to compulsorily acquire, at the Offer Price of S$3.10 for each Kim Eng Share and on the same terms as those offered under the Offer, all the Kim Eng Shares in respect of which acceptances have not been received by it pursuant to the Offer and/or which have not been subsequently acquired by it.

In addition, as at Monday, 4 July 2011, as Mayban IB Holdings now owns, controls or has agreed to acquire more than 90% of Kim Eng Shares in issue, Kim Eng no longer meets the minimum public float requirement under the Listing Manual of the SGX-ST ("Listing Manual"). Accordingly, the trading of Kim Eng Shares on the SGX-ST will be suspended with effect from 9.00 a.m. (Singapore time) on Tuesday, 5 July 2011, pursuant to Rules 724, 1105 and 1303(1) of the Listing Manual.

Following the Completion and pursuant to the SPAs, on behalf of the Board, Maybank IB also wishes to announce the following changes to the Board of Directors of Kim Eng, with effect from 5.30 p.m. (Singapore time) on Monday, 4 July 2011, being the Final Closing Date of the Offer:

(i)  resignation of Mr. Lee, Hung-Chi @ Alex Lee as a non-executive and non-independent director;

(ii)  resignation of Mr. Hwang, Wei-Cherng as a non-executive and non-independent director; and

(iii)  appointment of Tengku Dato' Zafrul Bin Tengku Aziz and Mr. Abdul Farid Bin Alias as non-executive and non-independent directors in replacement thereof.

On behalf of the Board, Maybank IB also wishes to announce the resignation of Mr. Fumiyuki Akikusa as a non-executive and non-independent director of Kim Eng and the cessation of Mr. Tsutomu Tanaka as his alternate director, with effect from 5.30 p.m. (Singapore time) on Monday, 4 July 2011, being the Final Closing Date of the Offer.

Please refer to the attached announcements by Nomura, for and on behalf of Mayban IB Holdings, and by Kim Eng respectively, on the SGX-ST, for further details.

The directors of Mayban IB Holdings and Maybank (including any who 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 the Kim Eng Group), 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 5 July 2011.

Note:

* Based on 577,093,954 Kim Eng Shares in issue as at 4 July 2011 (excluding treasury shares).

 


Announcement Info

Company Name MALAYAN BANKING BERHAD  
Stock Name MAYBANK    
Date Announced 5 Jul 2011  
Category General Announcement
Reference No MI-110705-4434

Attachments

  1. MAYBANK050711a.pdf (Size: 109,609 bytes)
  2. MAYBANK050711b.pdf (Size: 30,209 bytes)
  3. MAYBANK050711c.pdf (Size: 26,020 bytes)