Malayan Banking Berhad ("Maybank" Or "Company")

Sep 15, 2008 Back
Type Announcement
Subject MALAYAN BANKING BERHAD (“MAYBANK” OR “COMPANY”)
Contents PROPOSED ACQUISITION OF UP TO 100% EQUITY IN PT BANK INTERNASIONAL INDONESIA TBK (“BII”) PURSUANT TO:

(A) PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST IN SORAK FINANCIAL HOLDINGS PTE. LTD. (“SORAK”) FOR A TOTAL CASH CONSIDERATION OF APPROXIMATELY INDONESIAN RUPIAH (“RP”)13.9 TRILLION OR THE EQUIVALENT OF APPROXIMATELY RM4.8 BILLION (“PROPOSED ACQUISITION”); AND

(B) TENDER OFFER BY MAYBANK ARISING FROM THE PROPOSED ACQUISITION FOR THE REMAINING EQUITY INTEREST IN BII NOT OWNED BY SORAK AND ANY NEW ORDINARY SHARES IN BII THAT MAY BE ISSUED PURSUANT TO THE EXERCISE OF OPTIONS UNDER BII’S EMPLOYEE SHARE OPTION PLAN TO BE SATISFIED IN CASH (“TENDER OFFER”).

COLLECTIVELY REFERRED TO AS THE “PROPOSAL”
We refer to the announcement dated 29 July 2008 in relation to the Proposal wherein Aseambankers Malaysia Berhad ("Aseambankers"), on behalf of Maybank, had informed of Bank Negara Malaysia's revocation of its approval for the Proposal as a result of recent changes of the regulation on Take-Over Rule IX.H.1 by Badan Pengawas Pasar Modal and Lembaga Keuangan ("Bapepam"), Department Keuangan, Republik Indonesia (which was enacted on 30 June 2008) ("New Take-Over Rule"). The Company also mentioned that Maybank had earlier met with Bapepam seeking for a waiver from complying with the abovementioned ruling to which Bapepam had informed that the waiver will not be considered.


On behalf of the Company, Aseambankers wishes to announce that Maybank had on 4 September 2008 written again to Bapepam to seek its reconsideration for the following:

(i) for Maybank to be exempted from the requirements of the New Take Over Rule and therefore not to be compelled to sell down 20% of the shares of BII to the public shareholders (at least 300 parties) on the basis that the Share Sale Agreement (SSA) was entered into on 26 March 2008 i.e. prior to the enactment of the New Take Over Rule on 30 June 2008; or

(ii) to allow Maybank or its affiliate to conduct a partial tender offer up to 80% of the shares of BII. This approach will meet Bapepam's objective to achieve 20% public free float upon the close of the Tender Offer.

Bapepam had via its letter dated 9 September 2008 informed Maybank that it is unable to consider Maybank's request to be exempted from the provisions of the New Take Over Rule or to allow Maybank to undertake a partial tender offer on the shares of BII as this would create a negative precedent to the newly introduced regulation and would undermine the whole fundamental and objective of the New Take Over Rule as well as the credibility of Bapepam's regulatory function.

The Company respects this latest decision of Bapepam and under the term of the SSA dated 26 March 2008, in the event that any of the condition precedent is not fulfilled by 26 September 2008, the agreement shall lapse.

This announcement is dated 15 September 2008.

 

Announcement Info

Company Name MALAYAN BANKING BERHAD  
Stock Name MAYBANK    
Date Announced 15 Sept 2008  
Category General Announcement
Reference No CU-080915-29353