Type

Announcement

Subject

MALAYAN BANKING BERHAD ("MAYBANK" OR "THE COMPANY") PROPOSED ACQUISITIONS BY MAYBAN FORTIS HOLDINGS BERHAD ("MAYBAN FORTIS"), WHICH IS 70%-OWNED BY MAYBANK AND 30%-OWNED BY FORTIS INTERNATIONAL N.V. ("FORTIS"), OF: (A) 21,721,234 ORDINARY SHARES OF RM1.00 EACH REPRESENTING APPROXIMATELY 7.68% OF THE ISSUED AND PAID UP SHARES CAPITAL OF MNI HOLDINGS BERHAD ("MNIH") FROM PERMODALAN NASIONAL BERHAD ("PNB"); AND (B) 188,339,262 ORDINARY SHARES OF RM1.00 EACH REPRESENTING APPROXIMATELY 66.56% OF THE ISSUED AND PAID UP SHARES CAPITAL OF MNI FROM AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD - SKIM AMANAH SAHAM BUMIPUTERA ("ARN-ASB") COLLECTIVELY REFERRED TO AS THE "PROPOSED MNIH ACQUISITION")

Contents :

2. DETAILS OF THE PROPOSED MNIH ACQUISITION

2.1 Background Information On MNIH

Incorporated in Malaysia under the Companies Act, 1965 on 18 May 1973, MNIH is an investment holding company with subsidiaries principally involved in the underwriting of life assurance and all classes of general insurance business, including offshore general reinsurance, family and general takaful business and offshore life insurance business.

The details of MNIH's operating subsidiaries are as follows:-

Name of company	MNIH's effective interest (%)	Principal activities
Subsidiary companies of MNIH:
Malaysia National Insurance Berhad ("MNIB")	98.6	Underwriting of life insurance and all classes of general insurance business
Subsidiary companies of MNIB:
Takaful Nasional Sdn Berhad ("TNSB")	80.0	Underwriting of family and general takaful business
MNI Offshore Insurance (L) Ltd.	100.0	Offshore general reinsurance business and the provision of bureau services to offshore reinsurers in the Federal Territory of Labuan
MNI Life International (L) Ltd.	100.0	Offshore life insurance business
Double Care Sdn. Bhd.	100.0	Investment holding

MNIH was listed on the Main Board of Bursa Securities on 16 December 1981. The present authorised share capital of MNIH is RM600,000,000 comprising 600,000,000 ordinary shares of RM1.00 each. MNIH’s issued and paid-up share capital as at 30 June 2005 is RM282,945,725 comprising 282,945,725 ordinary shares of RM1.00 each.

The audited consolidated net tangible assets (“NTA”) of MNIH for the financial year ended (“FYE”) 31 March 2005 was RM1,137.01 million, while the consolidated profit after taxation for the same period was RM83.07 million.

(Source : MNIH Annual Report 2005)

2.2 Salient Terms Of The SSA

(i) the approval of the Minister of Finance, through BNM;
(ii) the approval of the Foreign Investment Committee (“FIC”);
(iii) the approval of the shareholders of Mayban Fortis and Maybank;
(iv) the satisfactory results of a due diligence exercise by Mayban Fortis to the mutual satisfaction of Mayban Fortis and the Vendors; and
(v) if required, Bursa Malaysia Securities Berhad (“Bursa Securities”) as the acquisition of the Sale Shares is to be completed by way of a direct business trade under the Rules of Bursa Securities relating to direct business.

The salient terms of the SSA are as follows: -

(a) Subject to the SSA becoming unconditional pursuant to its terms set out thereto, the parties to the SSA agree that the Vendors shall sell to Mayban Fortis and Mayban Fortis shall purchase from the Vendors, on a willing buyer willing seller basis, the Sale Shares (as defined in Section 2.3 herein) free from all encumbrances together with all rights attached thereto together with all dividends and distributions declared paid or made in respect thereof on and after the completion date of the SSA.

(b) Mayban Fortis is only obligated to complete the purchase of any of the Sale Shares if the purchase of all of the Sale Shares is completed simultaneously and not part thereof.

(c) Subject to the terms and conditions set out in the SSA, the Purchase Consideration to be paid by Mayban Fortis to the Vendors or to such other party or parties as may be instructed by the Vendors in writing, shall be a cash sum representing ten percent (10%) of the Purchase Consideration, as deposit, upon execution of the SSA with the balance Purchase Consideration payable on the date of completion.

(d) The SSA is conditional upon the following:
(e) In the event that the conditions precedent are not obtained or fulfilled within three (3) months from the date of the SSA or such other later date as may be reasonably required and mutually agreed upon in writing between the parties despite all reasonable efforts by the parties, then the SSA shall lapse and be of no further effect and in such event, the deposit shall be treated in such manner provided in the SSA.

(f) The SSA will proceed towards completion on the seventh (7th) business day from the date all conditions precedent have been met by way of a direct business trade under the Rules of Bursa Securities relating to direct business. A mutual stockbroker will be appointed by the parties to the SSA.

(g) Other terms and conditions customary for transactions of this like and nature.

The Vendors have agreed to sell to Mayban Fortis their respective equity interests in MNIH, totaling 210,060,496 MNIH Shares (“Sale Shares”), representing approximately 74.24% of the existing issued and paid-up share capital of MNIH for a cash consideration of RM4.02 per MNIH Share totaling RM844,443,194.

Vendors	No. of MNIH shares held as at 30 June 2005	% of MNIH’s existing issued and paid-up share capital
PNB	21,721,234	7.68
ARN-ASB	188,339,262	66.56
TOTAL	210,060,496	74.24

The Purchase Consideration was arrived at on a willing buyer-willing seller basis after taking into consideration the consolidated audited net tangible assets (“NTA”) of MNIH as at 31 March 2005, the market price of MNIH Shares, and the future business growth and prospects of MNIH.

2.3 Basis For The Purchase Consideration

For illustration purposes, the Purchase Consideration which is approximately 1.00 time MNIH’s consolidated audited NTA per share as at 31 March 2005, also represents a premium of RM1.01 or 33.55% to the weighted average price per MNIH Share for the five (5) day period up to 25 August 2005 (being the last trading day prior to the date of this announcement) of RM3.01 (Source : Bloomberg). In addition, the Purchase Consideration also represents a premium of RM1.18 or approximately 41.55% to the weighted average price per MNIH Share for the one (1) month period up to 25 August 2005 of RM2.84 (Source : Bloomberg).

Upon the approval of BNM, the Vendors and Mayban Fortis had entered into the SSA in respect of the Proposed MNIH Acquisition, which will be conditional upon, inter alia, the relevant regulatory approvals, satisfactory due diligence and other condition precedents being obtained or satisfied.

Mayban Fortis intends to finance the Proposed MNIH Acquisition via its existing cash reserves and further injection of funds from its shareholders, namely Maybank and Fortis.

2.4 Source of Funding

Apart from the liabilities stated in the balance sheets of MNIH, Mayban Fortis will not assume any liabilities pursuant to the Proposed MNIH Acquisition.

2.5 Liabilities To Be Assumed

3. BACKGROUND INFORMATION ON THE VENDORS

3.1 PNB

PNB is a public company incorporated in Malaysia on 17 March 1978, and currently has an authorised share capital of RM200,000,000 divided into 200,000,000 ordinary shares of RM1.00 each, of which 100,000,000 ordinary shares have been issued and are fully paid-up. The ultimate holding company of PNB is Yayasan Pelaburan Bumiputera, a company incorporated in Malaysia and limited by guarantee. PNB is an investment institution with a diversified portfolio of interest that includes unit trusts, institution property trust, property management and asset management.

(Source : PNB)

3.2 Background Information on ARN-ASB

Amanah Raya Berhad is the trustee to Skim Amanah Saham Bumiputera (“ASB”) and is the holding company of Amanah Raya Nominees (Tempatan) Sdn Bhd (“ARN”), a company incorporated in Malaysia under the Companies Act, 1965. ARN is the custodian for ASB.

ASB was constituted in Malaysia as a unit trust fund under the Trust Deed dated 21 October 1989, and all supplemental deeds relating thereto. The management company of ASB is Amanah Saham Nasional Berhad, which is a wholly-owned subsidiary of PNB. PNB is the Investment Manager of ASB, which relationship is governed by an Investment Management Agreement dated 14 May 2001.

(Source : PNB)

4. BACKGROUND INFORMATION ON MAYBAN FORTIS

Mayban Fortis, formerly known as Mayban Assurance Berhad, was formed as a joint venture between Maybank and Fortis, whereby Fortis acquired a 30% equity interest in Maybank’s life and non-life insurance businesses. Mayban Fortis is an investment holding company with subsidiaries principally involved in the general insurance business, the life insurance business, the offshore life insurance business and family and general takaful business.

The present authorised share capital of Mayban Fortis is RM500,000,000 comprising 500,000,000 ordinary shares of RM1.00 each of which 170,570,000 ordinary shares of RM1.00 each have been issued and fully paid-up as at 30 June 2005.

5. IMPLICATIONS OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS, 1998 (“THE CODE”)

Following the successful completion of the Proposed MNIH Acquisition, Mayban Fortis will hold 74.24% of the voting shares in MNIH. Pursuant to Section 33A of the Securities Commission Act 1993 and Section 6 of the Code, Mayban Fortis and its parties acting in concert (if any) will be required to undertake an unconditional Mandatory General Offer (“MGO”) for the remaining MNIH Shares not already owned by Mayban Fortis.
Additionally, pursuant to Practice Note 2.2 of the Code in respect of an acquisition of a company through an upstream entity, Mayban Fortis will be required to undertake an unconditional MGO for the remaining shares in MNIB, a 98.60%-owned subsidiary of MNIH, not already owned by MNIH upon the completion of the Proposed MNIH Acquisition.

It is the intention of Mayban Fortis to delist MNIH from the Official List of Bursa Malaysia Securities Berhad pursuant to the completion of the Proposed MNIH Acquisition (and the consequent MGOs).

6. RATIONALE FOR THE PROPOSED MNIH ACQUISITION

Maybank’s ambition is to become the leading financial solutions provider committed to meeting and exceeding customer expectations in the target markets and countries it serves and the market leader in all of its core businesses. Maybank’s core businesses are banking & finance, investment banking, insurance and takaful.

The insurance sector has demonstrated positive growth momentum in the past years, driven in part by relatively low market penetration and the per capita spending on insurance is increasing. In view of the favourable growth prospects of the insurance sector, the enlarged Mayban Fortis group of companies that includes MNIH (“Enlarged Mayban Fortis Group”) will greatly benefit from the strengthening of their combined positions in the expanding domestic insurance market.

Currently, MNIH has an agency force with extensive businesses in insurance and takaful from the corporate and government sectors whilst Mayban Fortis is widely regarded as the most successful bancassurance operator in Malaysia.

The Proposed MNIH Acquisition will benefit Mayban Fortis and MNIH by providing both entities with a wider mutual customer base and enhanced market reach through the resulting multi-channel distribution capability. The enlarged customer base will further equip the Enlarged Mayban Fortis Group with the scope and scale to compete more vigorously. Mayban Fortis may also leverage on the expertise of Fortis in multi-channel distribution management and the development of new products and risk management capabilities.

The Proposed MNIH Acquisition would significantly increase Maybank’s participation in the insurance sector, and further diversify the bank’s non-interest income base. The Proposed MNIH Acquisition will serve to strengthen Maybank’s position in the domestic insurance industry and is a major step towards realising the Maybank Group’s ambition to be the market leader in the insurance and takaful business.

A strong partnership between Maybank and its partner Fortis, established since 2001, serves as a strong foundation to create the leading insurance group in the country. Fortis is an international financial services provider active in the fields of banking and insurance headquartered in Belgium and the Netherlands. The enlarged insurance group is expected to achieve greater economies of scale, more efficient use of capital as well as creating operating synergies, which should translate into enhanced revenue generating capabilities, and ultimately, enhanced shareholders’ value.

In addition, the Proposed MNIH Acquisition is in line with BNM’s Financial Sector Master Plan to consolidate and create stronger local insurance players for eventual financial deregulation in the future.

7. FINANCIAL EFFECTS OF THE PROPOSED MNIH ACQUISITION

The Proposed MNIH Acquisition will not have any effect on the issued and paid-up share capital of Maybank, as Mayban Fortis will satisfy the Purchase Consideration entirely in cash.

The Proposed MNIH Acquisition is not expected to have any effect on the proforma consolidated audited NTA of the Maybank Group as at 30 June 2005 due to the following:

(a) there is no goodwill arising from the Proposed MNIH Acquisition as the Purchase Consideration is at MNIH’s consolidated audited NTA per share as at 31 March 2005; and
(b) there is no issuance of new equity in Maybank as the Purchase Consideration is to be satisfied in cash.

7.1 Share Capital

The Proposed MNIH Acquisition is not expected to have any material impact on the earnings of the Maybank Group for the financial year ending 30 June 2006. However, the successful completion of the Proposed MNIH Acquisition is expected to have a positive impact on the future earnings of the Group.

7.2 NTA

The Proposed MNIH Acquisition is not expected to have any effect on the proforma consolidated audited NTA of the Maybank Group as at 30 June 2005 due to the following:

(a) there is no goodwill arising from the Proposed MNIH Acquisition as the Purchase Consideration is at MNIH’s consolidated audited NTA per share as at 31 March 2005; and
(b) there is no issuance of new equity in Maybank as the Purchase Consideration is to be satisfied in cash.

The Proposed MNIH Acquisition is not expected to have any material impact on the earnings of the Maybank Group for the financial year ending 30 June 2006. However, the successful completion of the Proposed MNIH Acquisition is expected to have a positive impact on the future earnings of the Group.

7.3 Earnings

The Proposed MNIH Acquisition is not expected to have any material impact on the earnings of the Maybank Group for the financial year ending 30 June 2006. However, the successful completion of the Proposed MNIH Acquisition is expected to have a positive impact on the future earnings of the Group.

7.4 Substantial Shareholders

As the Purchase Consideration will be satisfied entirely in cash, the Proposed MNIH Acquisition will not have any effect on the substantial shareholders’ shareholdings in Maybank.

8. APPROVALS REQUIRED

The Proposed MNIH Acquisition is subject to the following approvals being obtained:-

(i) the Minister of Finance, Malaysia, through BNM;

(ii) the FIC pursuant to the FIC’s Guidelines On The Acquisition Of Interests, Mergers And Take-Overs By Local And Foreign Interests; and
(iii) the shareholders of Maybank (at an extraordinary general meeting (“EGM”) to be convened) and Mayban Fortis.

9. PROSPECTS

With the more robust growth in global trade and domestic demand, the momentum of economic growth in Malaysia, which began in the second half of 2003, gathered pace in 2004. Real gross domestic product (“GDP”) increased by 7.1% in 2004 (2003: 5.3%), the fastest growth since 2000.

The improvement in the economy was reflected by positive growth across all sectors except construction. The main drivers of growth were the manufacturing, services and primary commodities sector. The services sector recorded a stronger expansion of 6.7% in 2004. The growth in the finance, insurance, real estate and business services sub-sector was underpinned by higher bank lending, stronger performance in the insurance industry, greater activity in the real estate market and higher turnover in the capital market.

(BNM Annual Report 2004)

The insurance industry maintained its growth momentum in 2004. With a growing level of risk awareness among Malaysians and rising income levels, demand for medical and health insurance as well as life insurance plans remained strong. Strong demand for life insurance, particularly in investment-linked insurance, sustained overall growth at double digit levels. This was despite the slower growth in the general sector following a second year of premium rate corrections after significant rate increases in 2001-2002. The combined premium income grew by 17.2%, significantly exceeding the growth in 2003. Importantly, growth in 2004 was accompanied by a further strengthening of the industry’s solvency position, continued profitability and improved technical fundamentals in terms of investment structures and underwriting practices.

Domestic insurers continued to make substantive progress in performance improvements during the year. This was reflected in the new business growth rate achieved by domestic insurers and their higher combined market share in the life sector. Of greater importance were the structural improvements in the market that followed. The level of market concentration in the life sector has been progressively reduced, reflecting a significantly more competitive industry than has ever prevailed in its history. The highly successful penetration of bancassurance by domestic insurers has evolved a more diversified distribution system. Internal capacities of insurers have also been strengthened with greater investments made, notably in technology, to enhance productive capacity, encourage innovation, increase efficiency and improve service levels. These developments have significantly enhanced prospects for more balanced and sustainable growth in the industry. It has also improved solutions for consumers in terms of both access to and choices for a greater diversity of products and service providers available to choose from.

Combined premium income as a percentage of nominal Gross National Product (“GNP”) increased to 5.2% (2003 : 5.1%), while the market penetration rate was also higher at 37.9% (2003 : 36.8%), underscoring its growing importance within the economy in promoting economic activity and individual financial well-being.

(BNM Insurance Annual Report 2004)

10. RISK FACTORS

Insurance companies are subject to various business and commercial risk factors inherent in the insurance business. These include but are not limited to factors such as the socio-economic situation of Malaysia, interest rates, business and credit conditions, the development of the insurance industry, competition from other local insurers as well as from foreign-owned insurers, natural disasters and changes in government legislation. MNIH and its subsidiary companies (“MNIH Group”) and Mayban Fortis are subject to the abovementioned risk factors inherent in the insurance industry. Additionally, as the insurance industry is governed by the Insurance Act, 1996, the Insurance Regulations, 1996, and the Takaful Act, 1984, insurance companies operate their businesses pursuant to the licences granted by the Minister of Finance. They are consequently required to comply with various provisions under the Insurance Act, 1996, the Insurance Regulations, 1996 and the Takaful Act, 1984 including directives and guidelines prescribed by BNM. Changes in laws, regulations or BNM policies could affect the Enlarged Mayban Fortis Group’s business activities and those of its competitors.

Insurance companies are also exposed to underwriting risks which include the risk of incurring higher claims costs than expected owing to the random nature of claims, their frequency and severity as well as the risk of change in legal or economic conditions of insurance or reinsurance cover. This may result in insurance companies having either received insufficient premium to cover for the risks it has agreed to underwrite and may have insufficient funds to invest and pay claims, or that claims are in excess of those expected.

The Maybank Group, and in particular, Mayban Fortis is also subject to similar business and commercial risk factors of the insurance industry experienced by that of the MNIH Group. As such, the existing shareholders of Maybank may already be aware of the abovementioned risk factors associated with the insurance industry.

The risks associated with the Proposed MNIH Acquisition in addition to the insurance industry risks are the business integration risks, the risk of not being able to fully realise the expected business synergies, as well as the uncertainties in the third party bancassurance relationships. Upon completion of the Proposed MNIH Acquisition, Mayban Fortis will undertake the necessary efforts to mitigate the various risks and ensure that a proper integration exercise and management structure will be put in place to ensure successful integration. However, no assurance can be made that any or all of the above risk factors will not have a material adverse effect on its business performance or prospects.

11. DIRECTORS AND MAJOR SHAREHOLDERS’ INTERESTS

Save as disclosed below, none of the other Directors or major shareholders of Maybank, or persons connected to them, has any interest, direct or indirect, in respect of the Proposed MNIH Acquisition:

11.1 Interested Major Shareholders

Both the vendors are major shareholders of Maybank. As such, both PNB and ARN-ASB are deemed interested in the Proposed MNIH Acquisition, and will therefore abstain from voting on the Proposed MNIH Acquisition in respect of their shareholdings, direct or indirect, at the forthcoming EGM of Maybank to be convened. The Vendors shall also ensure that persons connected to them (if any) will also abstain from voting in respect of their direct and indirect shareholdings on the resolution for the Proposed MNIH Acquisition.

11.2 Interested Directors

Tan Sri Mohamed Basir bin Ahmad, the Chairman and Non-Independent Non-Executive Director of Maybank is a nominee Director of PNB. As such, he is deemed interested in the Proposed MNIH Acquisition. He has accordingly abstained and will continue to abstain from deliberating and voting at the relevant board meetings of Maybank in respect of the Proposed MNIH Acquisition. He will also abstain from voting in respect of his shareholdings in Maybank (if any), whether direct or indirect, on the Proposed MNIH Acquisition at the EGM of Maybank to be convened. He will also ensure that persons connected to him (if any) will also abstain from voting in respect of their direct and indirect shareholdings on the resolution for the Proposed MNIH Acquisition.

Datuk Abdul Rahman bin Mohd Ramli is a Non-Independent Non-Executive Director of Maybank, a Director on the board of MNIB, a 98.60%-owned subsidiary of MNIH and the Chairman of TNSB, a 80%-owned subsidiary of MNIB. As such, he is deemed interested in the Proposed MNIH Acquisition. He has accordingly abstained and will continue to abstain from deliberating and voting at the relevant board meetings of Maybank in respect of the Proposed MNIH Acquisition. He will also abstain from voting in respect of his shareholdings in Maybank (if any), whether direct or indirect, on the Proposed MNIH Acquisition at the EGM of Maybank to be convened. He will also ensure that persons connected to him (if any) will also abstain from voting in respect of their direct and indirect shareholdings on the resolution for the Proposed MNIH Acquisition.

Datuk Zainun Aishah binti Ahmad is a Non-Independent Non-Executive Director of Maybank and a Nominee Director of PNB. As such, she is deemed interested in the Proposed MNIH Acquisition. She has accordingly abstained and will continue to abstain from deliberating and voting at the relevant board meetings of Maybank in respect of the Proposed MNIH Acquisition. She will also abstain from voting in respect of her shareholdings in Maybank (if any), whether direct or indirect, on the Proposed MNIH Acquisition at the EGM of Maybank to be convened. She will also ensure that persons connected to her (if any) will also abstain from voting in respect of their direct and indirect shareholdings on the resolution for the Proposed MNIH Acquisition.

12. APPOINTMENT OF AN INDEPENDENT ADVISER

In compliance with Paragraph 10.08 of Bursa Malaysia Securities Berhad’s Listing Requirements, the independent members of Maybank’s Board of Directors (“Board”) have appointed Affin Merchant Bank Berhad as the independent adviser to advise the independent Directors and minority shareholders of Maybank as to whether the Proposed MNIH Acquisition is fair and reasonable and whether the transaction is to the detriment of the minority shareholders.

13. STATEMENT BY THE BOARD

The Board, save for Tan Sri Mohamed Basir bin Ahmad, Datuk Abdul Rahman bin Mohd Ramli and Datuk Zainun Aishah binti Ahmad, who are deemed interested in the Proposed MNIH Acquisition, after having considered all aspects of the Proposed MNIH Acquisition, are of the opinion that it is in the best interests of Maybank.

14. COMPLIANCE WITH THE SC'S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES ("SC GUIDELINES")

There is no departure from the SC Guidelines in respect of the Proposed MNIH Acquisition.

15. ESTIMATED TIME FRAME FOR COMPLETION OF THE PROPOSED MNIH ACQUISITION

Barring any unforeseen circumstances, and subject to the approvals from the relevant authorities, the Proposed MNIH Acquisition is expected to be completed by the end of 2005.

16. DOCUMENTS FOR INSPECTION

A copy of the SSA is available for inspection at the Registered Office of the Company following the date of this announcement, from Mondays to Fridays (except public holidays), during normal business hours up to and including the date of the EGM to be convened.

This Announcement is dated 29 August 2005.

 

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