UNCONDITIONAL MANDATORY GENERAL OFFER ("MGO") BY MAYBAN FORTIS HOLDINGS BERHAD ("MAYBAN FORTIS"), A 70%-OWNED SUBSIDIARY OF MAYBANK, FOR:(A) ALL THE REMAINING ORDINARY SHARES OF RM1.00 EACH IN MNI HOLDINGS BERHAD ("MNIH") NOT ALREADY OWNED BY MAYBAN FORTIS AT A CASH OFFER PRICE OF RM4.02 PER MNIH ORDINARY SHARE ("MNIH MGO"); AND(B) ALL THE REMAINING ORDINARY SHARES OF RM1.00 EACH IN MALAYSIA NATIONAL INSURANCE BERHAD ("MNIB") NOT ALREADY OWNED BY MNIH AT A CASH OFFER PRICE OF RM6.83 PER MNIB ORDINARY SHARE ("MNIB MGO").

Jan 23, 2006 Back
Type Announcement
Subject MALAYAN BANKING BERHAD ("MAYBANK" OR "THE COMPANY")

UNCONDITIONAL MANDATORY GENERAL OFFER ("MGO") BY MAYBAN FORTIS HOLDINGS BERHAD ("MAYBAN FORTIS"), A 70%-OWNED SUBSIDIARY OF MAYBANK, FOR:

(A) ALL THE REMAINING ORDINARY SHARES OF RM1.00 EACH IN MNI HOLDINGS BERHAD ("MNIH") NOT ALREADY OWNED BY MAYBAN FORTIS AT A CASH OFFER PRICE OF RM4.02 PER MNIH ORDINARY SHARE ("MNIH MGO"); AND

(B) ALL THE REMAINING ORDINARY SHARES OF RM1.00 EACH IN MALAYSIA NATIONAL INSURANCE BERHAD ("MNIB") NOT ALREADY OWNED BY MNIH AT A CASH OFFER PRICE OF RM6.83 PER MNIB ORDINARY SHARE ("MNIB MGO").

Contents :

We refer to our announcement dated 3 January 2006 in relation to the respective offer documents for the MNIH MGO and MNIB MGO (“Offer Documents”) that were despatched to the remaining shareholders of MNIH (“Offer Holders”) and MNIB on 3 January 2006.


(A) MNIH MGO

    Pursuant to Section 25(1) of the Malaysian Code on Take-Overs and Mergers, 1998 (“the Code”), Aseambankers Malaysia Berhad ("Aseambankers"), on behalf of Mayban Fortis, wishes to inform the Offer Holders that as at 5:00 p.m. (Malaysian Time) on 20 January 2006, Mayban Fortis and persons acting in concert with Mayban Fortis collectively hold approximately 84.07% of the issued and paid-up share capital of MNIH, the details of which are set out in Table 1 below.

    Based on the position and level of acceptances as set out in Table 1 below, prima facie, MNIH is currently not in compliance with Paragraph 8.15(1) of the Bursa Malaysia Securities Berhad Listing Requirements (“Bursa Securities LR”), which states that at least 25% of the ordinary shares of RM1.00 each in MNIH (“MNIH Shares”) must be in the hands of a minimum of 1,000 public shareholders holding not less than 100 MNIH Shares each.

    As stated in Section 9.1 of the MNIH MGO offer document, Mayban Fortis DOES NOT intend to comply with Paragraph 8.15(1) of the Bursa Securities LR and will apply to DELIST MNIH from the Official List of Bursa Securities (subject to the relevant approvals being obtained, if and where required) pursuant to the completion of the MNIH MGO.

    Further, pursuant to Paragraph 8.15(6) of the Bursa Securities LR, should 90% or more of the listed shares of MNIH be held by Mayban Fortis, all the securities of MNIH shall be removed from the Official List of Bursa Securities, as it is not the intention of Mayban Fortis to maintain the listing status of MNIH regardless of the level of acceptances (as stated in Section 9 of the MNIH MGO offer document).

    As such, Offer Holders who choose not to accept the MNIH MGO may end up holding unlisted MNIH Shares.

    The abovementioned Offer Documents stipulate that the closing date of the Offer will be 5:00 p.m. (Malaysian Time) on 24 January 2006, or any such later date(s) as may be announced by Aseambankers on behalf of Mayban Fortis.

    In view of the above and the upcoming festive season, Aseambankers, on behalf of Mayban Fortis, wishes to announce that the closing date for the MNIH MGO has been extended to 5:00 p.m. (Malaysian Time) on Friday, 10 February 2006 (“Revised Closing Date”), hence, providing the remaining Offer Holders sufficient time to accept the MNIH MGO.

    All other terms and conditions of the MNIH MGO remain unchanged.

    Offer Holders who have yet to accept the MNIH MGO are advised to refer to the offer document in relation to the MNIH MGO for the terms, conditions and procedures for acceptance of the MNIH Offer, should they decide to accept the MNIH MGO. The indicative timetable for the MNIH MGO is set out in Table 2 below.

(B) MNIB MGO
    The closing date for the MNIB MGO will remain unchanged, and will close at 5:00 p.m. (Malaysian Time) on 24 January 2006.

This announcement is dated 23 January 2006.


Table 1 – Position and Level of Acceptances

Number of MNIH Shares % of issued and paid-up share capital of MNIH
- Held by Mayban Fortis as at 3 January 2006, being the date of despatch of the Offer Document
210,060,496
73.62
- Held by persons acting in concert with Mayban Fortis as at 3 January 2006, being the date of despatch of the Offer Document
6,678,900
2.34
- In respect of which valid acceptances of the MNIH MGO have been received as at 5:00 p.m. on 20 January 2006
20,947,241
7.34
- In respect of which acceptances of the MNIH MGO have been received as at 5:00 p.m. on 20 January 2006 but are subject to verification
2,206,985
0.77
- Acquired or agreed to be acquired during the offer period
-
-
TOTAL
239,893,622
84.07

Table 2 – Indicative Timetable

Events :
Opening Date : Tuesday, 3 January 2006
Issuance of Independent Advice Circular : Friday, 13 January 2006
Revised Closing Date / Time : 5:00 p.m. (Malaysian Time) on Friday, 10 February 2006

 


Announcement Info

Company Name MALAYAN BANKING BERHAD  
Stock Name MAYBANK    
Date Announced 23 Jan 2006  
Category General Announcement
Reference No CU-060118-54391