Contents :

1. INTRODUCTION

 

On behalf of the Board of Directors of Maybank (“Board”), Aseambankers Malaysia Berhad is pleased to announce that the Company proposes to undertake a bonus issue of up to 987,277,005 new Maybank Shares ("Bonus Shares"), to be credited as fully paid-up on the basis of one (1) Bonus Share for every four (4) Maybank Shares held at an entitlement date to be determined later ("Entitlement Date").

2. DETAILS OF THE PROPOSED BONUS ISSUE

2.1 Details of the Proposed Bonus Issue

The Proposed Bonus Issue entails the proposed issuance of up to 987,277,005 Bonus Shares to be credited as fully paid-up on the basis of one (1) Bonus Share for every four (4) Maybank Shares held by the shareholders of Maybank on the Entitlement Date to be announced later.

The maximum number of Bonus Shares that may be issued under the Proposed Bonus Issue was arrived at after considering the following:

(i) the issued and paid-up share capital of Maybank as at 8 November 2007 being the latest practicable date prior to this announcement ("LPD") of 3,895,133,921 Maybank Shares; and

(ii) assuming all the outstanding options issued under the employee share option scheme ("ESOS") will be fully exercised prior to the Entitlement Date.

As a result of the Proposed Bonus Issue, adjustments will be made to the exercise prices and number of options that remains outstanding after the Proposed Bonus Issue as prescribed in the bye-laws of the ESOS.

2.2 Capitalisation for the Bonus Shares

The Proposed Bonus Issue will be effected by way of capitalisation of up to approximately RM 987.3 million from the share premium account of the Company. The share premium account of Maybank is RM2,935.6 million based on the its latest audited financial statements as at 30 June 2007.

The Board confirms that based on the Company’s latest audited results for the FYE 30 June 2007 and its latest unaudited quarterly report ended 30 September 2007, the Company’s share premium account is unimpaired by any losses on a consolidated basis.

The Bonus Shares will be listed and quoted on the Main Board of Bursa Securities and will, upon issue and allotment, rank pari passu in all respects with the existing Maybank Shares.

3. RATIONALE FOR THE PROPOSED BONUS ISSUE

The Proposed Bonus Issue will increase the capital base of the Company to a level which will better reflect the current scale of operations of the Maybank Group, and reward Maybank’s shareholders for their continued support of the Group. The Proposed Bonus Issue is also expected to improve the liquidity and marketability of Maybank Shares.

4. EFFECTS OF THE PROPOSALS

The effects of the Proposed Bonus Issue on the share capital, net assets ("NA"), substantial shareholders ‘ shareholdings, dividends and gearing based on the scenarios set out below, are as follows:-

Minimum Scenario: Assuming none of the outstanding ESOS options as at LPD are exercised prior to the Entitlement Date.

Maximum Scenario: Assuming all the outstanding ESOS options are fully exercised prior to the Entitlement Date.

4.1 Share capital

The effects of the Proposed Bonus Issue on the issued and paid-up share capital are set out in Table 1 of the appendix.

4.2 Substantial shareholders’ shareholdings

The Proposed Bonus Issue will not have any impact on the percentage shareholdings of the substantial shareholders of Maybank. However, the number of Maybank Shares held by each substantial shareholder will increase proportionately as a result of the Proposed Bonus Issue.

4.3 NA and gearing

For illustration purposes, the proforma effects of the Proposed Bonus Issue on the audited consolidated NA of Maybank as at 30 June 2007 are set out in Table 2 of the appendix.

The Proposed Bonus Issue will not have any effect on the gearing of the Group.

4.4 Earnings

The Proposed Bonus Issue will not have any impact on the consolidated earnings of Maybank. The Proposed Bonus Issue, however, may result in a corresponding reduction in the Group’s future consolidated earnings per share due to the increase in the issued and paid-up share capital of the Company, arising from the issuance of the Proposed Bonus Shares.

4.5 Dividend

The Board has also announced a 1st interim dividend of 17.5 sen per Maybank Share less income tax at 26% ("Interim Dividend") on the same day as this announcement. For the avoidance of doubt, the Proposed Bonus Issue will not be entitled to the Interim Dividend. The quantum / amount of dividend to be declared and paid in the future would depend on the performance, cashflow position and financing requirements of the Maybank Group.

5. APPROVALS REQUIRED

The Proposed Bonus Issue is subject to approvals being obtained from the following:

(i) Bursa Securities for the listing of and quotation for the Bonus Shares;

(ii) Bank Negara Malaysia for the increase in paid-up capital of Maybank; and

(iii)Shareholders of Maybank at a general meeting to be convened. The applications relating to the above are expected to be submitted within three (3) months from the date of this announcement.

None of the Directors or major shareholder(s) of Maybank or person(s) connected to the Directors or major shareholder(s) of Maybank has any interest, directly or indirectly, in the Proposed Bonus Issue beyond their respective entitlements as shareholders of Maybank, for which all the existing shareholders are also entitled to.

7. ADVISER

Aseambankers has been appointed as Adviser to the Company for the Proposed Bonus Issue.

8. ESTIMATED TIME FRAME FOR THE COMPLETION

Barring unforeseen circumstances, the Board expects the Proposed Bonus Issue to be completed by the first quarter of 2008.

9. DIRECTORS’ STATEMENT

After having considered the rationale and financial effects of the Proposed Bonus Issue, and after due and careful deliberation, the Board is of the opinion that the Proposed Bonus Issue is in the best interest of the Company and its shareholders.


This announcement is dated 15 November 2007.