Type	Announcement
Subject	Proposed Acquisition Of 300,000 Ordinary Shares Of RM1.00 Each Representing 30% Of The Issued And Paid-Up Share Capital Of Pelaburan Hartanah Nasional Berhad From Permodalan Nasional Berhad ("Proposed Acquisition")

Contents :

On behalf of the Board of Directors of Maybank, Aseambankers Malaysia Berhad ("Aseambankers") is pleased to announce that the Company had on 13 October 2000, entered into a conditional Sale and Purchase Agreement ("Agreement") for the proposed acquisition of 300,000 ordinary shares of RM1.00 each representing 30% of the issued and paid-up ordinary share capital of Pelaburan Hartanah Nasional Berhad ("PHNB") from Permodalan Nasional Berhad ("PNB").

In consideration for the Proposed Acquisition, Maybank shall:-

(a) pay RM1.00 to PNB within seven (7) business days upon all the conditions precedent have been fulfilled; and

(b) hand over the present management of Mayban Property Trust Fund One ("MPTF1") from Mayban Property Trust Management Berhad ("MPTMB"), a wholly-owned subsidiary of Maybank, to PHNB.

The 300,000 ordinary shares of RM1.00 each of PHNB to be acquired by Maybank pursuant to the Agreement will be acquired free from all liens, charges and other encumbrances and with all rights attaching thereto (save and except for any dividend and/or distribution or rights declared or announced prior to but effected, paid or settled after the completion date) subsequent to the completion of the Agreement.



The total consideration for the Proposed Disposal was arrived at on a willing buyer - willing seller basis after taking into consideration, amongst others, the net potential earnings to be gained by Maybank from the acquisition of the 30% equity stake in PHNB and the loss in contribution from MPTMB as a result of handing over the management of MPTF1 from MPTMB to PHNB.

3. CONDITIONS PRECEDENT

The Proposed Acquisition is subject to and conditional upon, inter-alia, the following being obtained:

(a) the approval of Bumiputra Commerce Trustee Berhad (formerly known as BBMB Trustee Berhad), being the trustee of the MPTF1; and

(b) the Securities Commission ("SC") for the retirement of MPTMB as the fund manager of MPTF1 and the appointment of PHNB as the new fund manager in its stead.

4. RATIONALE FOR THE PROPOSED ACQUISITION

The impending globalisation and liberalisation of the financial services industry will pose great challenges to the Malaysian financial services industry. The Proposed Acquisition and hand over of the management of MPTF1 from MPTMB to PHNB is in line with the Government’s directive for consolidation of the financial services industry and strengthening the industry to face these challenges.

5. BACKGROUND INFORMATION

 5.1 PNB

PNB was incorporated in Malaysia on 17 March 1978 and has an authorised share capital of RM200,000,000 comprising 200,000,000 ordinary shares of RM1.00 each of which RM100,000,000 comprising 100,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up.

PNB is principally involved in the acquisition and holding of shares to promote greater ownership of share capital in the corporate sector in Malaysia by the Malays and other indigenous people. The PNB Group is involved in investment holding, management of property, property trust and unit trusts and acting as an investment agent and portfolio manager.

5.2 PHNB

PHNB was incorporated in Malaysia on 21 November 1988 and has an authorised share capital of RM30,000,000 comprising 30,000,000 ordinary shares of RM1.00 each of which RM1,000,000 comprising 1,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up. PHNB is a wholly-owned subsidiary company of PNB.

The principal activity of PHNB is managing a property trust fund known as Amanah Harta Tanah PNB with a Net Asset Value ("NAV") of RM148,984,565 as at 31 December 1999.

5.3 MPTMB

MPTMB was incorporated in Malaysia on 28 January 1989 and is a wholly-owned subsidiary of Maybank. MPTMB has an authorised share capital of RM10,00,000 comprising 10,000,000 ordinary shares of RM1.00 each of which RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up.

MPTMB is principally a management company whose principal activity is managing property trust funds. MPTMB is responsible for the day-to-day management of MPTF1 in accordance with the provisions of the trust deeds pertaining to MPTF1 and for the development and implementation of appropriate investment strategies. As of to-date, MPTF1 is the only property trust fund that MPTMB manages.

5.4 MPTF1

MPTF1 was established in Malaysia pursuant to the Trust Deed dated 11 January 1990 between the managers, the trustee and the registered holders.

MPTF1 is a property trust fund that invests primarily in a selected portfolio of quality commercial real properties with good rental and capital appreciation prospects in established business centres. Its NAV as at 30 June 2000 is RM118,571,793.

The management company and trustee for MPTF1 are MPTMB and Bumiputra Commerce Trustee Berhad, respectively.

 

6. FINANCIAL EFFECTS

The Proposed Acquisition will have no impact on the share capital of the Company and will have no material impact on the earnings and the net tangible assets of the Company.

7. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS

As at 18 September 2000, PNB, the vendor for the Proposed Acquisition, owns 18.47% of Maybank. In addition, Amanah Raya Nominees (Tempatan) Sdn Bhd on behalf of Skim Amanah Saham Bumiputera, Skim Amanah Saham Nasional, Skim Amanah Saham Nasional 2, Skim Amanah Saham Wawasan 2020 and Skim Amanah Saham Malaysia (5 unit trust funds managed by the PNB Group) owns 31.91%, 0.98%, 0.08%, 0.87% and 1.17% of Maybank respectively. Accordingly, all of the above parties are deemed interested in the Proposed Acquisition.

In view of the interests of the substantial shareholders as disclosed above, this announcement is made in compliance with the amended Section 118(1) of the Kuala Lumpur Stock Exchange Main Board Listing Requirements.

Save as disclosed above, none of the Directors and substantial shareholders of Maybank have any interest, direct or indirect, in the Proposed Acquisition.

8. DIRECTORS’ OPINION

After due consideration of all aspects of the Proposed Acquisition, the Board of Directors of Maybank is of the opinion that the Proposed Acquisition is fair and reasonable and is in the best interest of the Company and its shareholders.

9. ADVISER

 Aseambankers acts as financial adviser to Maybank.

 

---