DISPOSAL OF THE SUBSIDIARY, INTER-CITY MPC (M) SDN BHD ("THE DISPOSAL") PURSUANT TO CHAPTERS 9.19(24) AND 10.02 AND 10.08 OF THE LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD

Jul 30, 2004 Back
Type Announcement
Subject DISPOSAL OF THE SUBSIDIARY, INTER-CITY MPC (M) SDN BHD ("THE DISPOSAL") PURSUANT TO CHAPTERS 9.19(24) AND 10.02 AND 10.08 OF THE LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD

Contents :

1. Introduction

Malayan Banking Berhad ("Maybank") wishes to announce that Kerlipan Bersinar Sdn Bhd ("KBSB") which is a subsidiary of Mayban Ventures Sdn Bhd ("MVSB"), a subsidiary of Maybank, had on 29 July 2004 disposed 7.2 million ordinary shares in Inter-City MPC (M) Sdn Bhd (“ICM”) representing 100% of the paid-up capital of ICM for a consideration of RM12.5 million to Datu Hj Subirin bin Hj Sahan (NRIC No. 570114-01-5011) and Baeiah binti Jikun (NRIC No. 561219-01-5646) both parties of No. 27, Jalan SS19/4G, 47500 (“the Purchasers”).


2. Description of the Business

The business activity of ICM is bulk mail processing.


3. Details of the Consideration

The consideration of RM12.5 million was arrived at on a "willing buyer - willing seller" basis after negotiations.

Based on the Conditional Sale and Purchase Agreement on the disposal of ICM between KBSB and the Purchasers dated 30 March 2004, the disposal is conditional upon the satisfaction of the following:-

a. The approval of the shareholders of the KBSB meeting to the sale and purchase of the shares being obtained;.


b. The approval of the Foreign Investment Committee being obtained for the purchase of the shares which approval shall be procured by the Purchasers; and

c. Receipt by ICM a letter of undertaking from the Purchasers to be addressed to ICM whereupon the Purchasers undertake to continue to honour and fulfill the Shares Option and the Profit Sharing Scheme that have been extended to the identified key personnel of ICM as are more particularly described in the Option Agreement and the Extract of the Minutes of the Board of Directors Meeting of ICM on 28 February 2002 respectively.


The considerationwas to be satisfied by the following manner :-
a. An amount equivalent to ten (10%) per centum of the consideration shall be paid upon execution of this Agreement; and

b. The balance of the consideration shall be paid in full by the Purchasers to the ICM on or before the Completion Date PROVIDED that if the Purchasers are unable to make the payment by the Completion Date, ICM shall automatically grant to the Purchasers a further period of thirty (30) days from the Completion Date ("Extended Completion Date") in which to make such payment and the Purchasers shall pay holding costs on the consideration unpaid at the rate of one per cent (1%) per annum above the base lending rate of Maybank to be calculated daily on the amount remaining unpaid from the first day following the Completion Date until the date of actual full payment thereof.


4. Financial Information

Based on the last audited account of ICM for the year ended 29 February 2004, the Profit After Tax was RM3.17 million against a turnover of RM27 million. The Net Tangible Asset was RM6.82 million.


5. Effect of the Disposal

The disposal would not have any material financial impact on Maybank's earnings per share, net tangible assets per share and substantial shareholders' shareholdings.


6. Gain of the Disposal and Application of the Sale Proceed

The disposal reflects a gross disposal gain of RM5.3 million at KBSB. The sale proceed of RM12.5 million is intended by MVSB for the distribution to the shareholders of KBSB.


7. Liabilities

There is no liability to be assumed by the Purchasers.


8. Cost of Investment

Prior to MVSB’s investment in KBSB, ICM was already a subsidiary of KBSB. MVSB ’s original investment in KBSB on 2.9.96 amounted to RM4.95 million in Redeemable Convertible Preference Shares (“RCPS”) and as a result of MVSB’s conversion of the RCPS into ordinary shares, KBSB and ICM became subsidiaries of MVSB on 28.2.2002.


9. Approvals Required

The disposal had been approved by the Foreign Investment Committee on 16 June 2004 and the shareholders of KBSB on 30 March 2004. No approval of the shareholders of Maybank is required.


10. Details of Interest of Directors, Substantial Shareholders and Persons Connected to Them

The disposal is a related party transaction by virtue of the Purchasers being directors of KBSB and ICM and Datu Haji Subirin bin Haji Sahan's substantial shareholding in KBSB.


11. Rationale

KBSB and ICM form part of MVSB investment which had matured and the disposal of ICM is an action to realise venture capital gain.


12. Sale and Purchase Agreement

The Sale and Purchase Agreement on the disposal was executed on 30 March 2004 but no announcement was made, pending fulfilment of the conditions precedent.

The disposal was completed on 29 July 2004. The Sale and Purchase Agreement could be inspected at MVSB, 26th Floor, Menara Maybank, 100 Jalan Tun Perak, 50050 Kuala Lumpur.

13. Statement by the Board of Directors

The Board of MVSB having taken into consideration all relevant facts and merit of the disposal, is of the opinion that it is in the best interest of MVSB and its shareholders.

14. The Securities Commission's Policies and Guidelines on Issue/Offer of Securities

The disposal is in accordance with the the Securities Commission's Policies and Guidelines on Issue/Offer of Securities.


 

Announcement Info

Company Name MALAYAN BANKING BERHAD  
Stock Name MAYBANK    
Date Announced 30 Jul 2004  
Category General Announcement
Reference No MB-040729-9D1CF