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

May 30, 2018 Back
Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
Description

MALAYAN BANKING BERHAD ("MAYBANK" OR "COMPANY") (I) PROPOSED ACQUISITION OF 100% EQUITY INTEREST IN AMANAH MUTUAL BERHAD AND 100% EQUITY INTEREST IN SINGAPORE UNIT TRUSTS LIMITED BY MAYBANK ASSET MANAGEMENT GROUP BERHAD ("MAMG"); AND (II) PROPOSED SUBSCRIPTION BY PERMODALAN NASIONAL BERHAD ("PNB") OF 8,336,404 NEW ORDINARY SHARES IN MAMG, REPRESENTING 20% OF THE ENLARGED ISSUED SHARE CAPITAL OF MAMG

(Unless otherwise stated, all abbreviations and definitions used herein shall have the same meaning as those used in the Company’s announcement dated 13 December 2017)

 

Reference is made to Maybank’s announcements dated 13 December 2017, 12 January 2018, 18 January 2018, 24 January 2018, 7 March 2018, 9 March 2018, 23 March 2018, 20 April 2018, 16 May 2018 and 17 May 2018 in relation to the Proposals.

 

The Board of Directors of Maybank wishes to announce that MAMG had on 30 May 2018 issued:

 

(i) a letter of confirmation to PNB to confirm the fulfilment of the conditions precedent stipulated in the Subscription Agreement (“Subscription Agreement-CPs”) which are to be fulfilled by MAMG and vary the term of the Subscription Agreement relating to the completion date of the Subscription Agreement, which was accepted by PNB on even date (“MAMG Subscription Agreement-CPs Confirmation Letter”); and  

 

(ii) a supplemental letter to PNB to vary the term of the Subscription Agreement relating to the definition of "Management Accounts" and to vary the completion deliverables that will be delivered by MAMG. Parties agreed that the written resolution or minutes of meeting of the MAMG Board that will be delivered by MAMG on completion shall not include the appointment of PNB's nominee as director of MAMG. The amendments were accepted by PNB on even date (“Subscription Agreement Supplemental Letter”). Accordingly, PNB's nominee will be appointed as director of MAMG after completion.

 

In addition, PNB had on 30 May 2018 issued a letter of confirmation to MAMG to confirm the fulfilment of the Subscription Agreement-CPs which are to be fulfilled by PNB and vary the term of the Subscription Agreement relating to the completion date of the Subscription Agreement, which was accepted by MAMG on even date (“PNB Subscription Agreement-CPs Confirmation Letter”).

 

The comparison of the salient revised terms set out in the MAMG Subscription Agreement-CPs Confirmation Letter, Subscription Agreement Supplemental Letter and PNB Subscription Agreement-CPs Confirmation Letter against the original terms in the Subscription Agreement is set out below:

 

 

Clause

Original term per Subscription Agreement

Subscription Agreement Supplemental Letter

1.1

“Management Accounts”

:

means the unaudited consolidated statement of financial position, unaudited consolidated statement of comprehensive income and unaudited consolidated statement of cash flows of the Issuer, made up as at the last day of the calendar month immediately preceding the Completion Date, which shall have been prepared on the same accounting bases and in accordance with the same accounting and valuation principles as the Accounts;

 

“Management Accounts”

:

means the unaudited statement of financial position, unaudited statement of comprehensive income and unaudited statement of cash flows of the Issuer made up as at 31 March 2018, which shall have been prepared on the same accounting bases and in accordance with the same accounting and valuation principles of the Accounts;

 

 

Clause

Original term per Subscription Agreement

MAMG Subscription Agreement-CPs Confirmation Letter and PNB Subscription Agreement-CPs Confirmation Letter

6.1

Completion shall take place on the date which is five (5) Business Days after the Unconditional Date or such other Business Day as the Subscriber and Issuer may agree in writing (“Completion Date”).

Completion shall take place on 30 May 2018.

 

In view of the MAMG Subscription Agreement-CPs Confirmation Letter, Subscription Agreement Supplemental Letter and PNB Subscription Agreement-CPs Confirmation Letter, the Subscription Agreement-CPs in relation to the Proposed Subscription have been fulfilled and the Subscription Agreement has become unconditional today. Following the settlement of the Subscription Consideration, the Proposed Subscription has been completed today.

 

This announcement is dated 30 May 2018.

 

Announcement Info

Company Name MALAYAN BANKING BERHAD
Stock Name MAYBANK
Date Announced 30 May 2018
Category General Announcement for PLC
Reference Number GA1-24052018-00073