Proposed Joint Venture Between Malayan Banking Berhad (Maybank), Mayban Venture Capital Company Sdn Bhd (MVCC), SCS Computer Systems Sdn Bhd (SCSM) and TX123 Private Limited (TX123) (collectively known as "JV Partners")To Set Up and Participate as Shareholders of TX123 (M) Sdn Bhd (TX123M or JVCompany) to Undertake the Business of Electronic Commerce Through an OnlineProcurement Hub to be Set Up in Malaysia (Proposed Joint Venture)

Feb 21, 2001 Back
Type Announcement
Subject Proposed Joint Venture Between Malayan Banking Berhad (Maybank), Mayban Venture Capital Company Sdn Bhd (MVCC), SCS Computer Systems Sdn Bhd (SCSM) and TX123 Private Limited (TX123) (collectively known as "JV Partners")
To Set Up and Participate as Shareholders of TX123 (M) Sdn Bhd (TX123M or JV
Company) to Undertake the Business of Electronic Commerce Through an Online
Procurement Hub to be Set Up in Malaysia (Proposed Joint Venture)

Contents :

1) Introduction

On behalf of the Board of Directors of Maybank, we are pleased to announce that
Maybank and MVCC have on February 21, 2001 entered into a conditional
shareholders agreement with SCSM, TX123 and TX123M pursuant to the
abovementioned Proposed Joint Venture (JV Agreement).

2) Detail of the Proposed Joint Venture

Pursuant to the Proposed Joint Venture, the JV Company, TX123M, will have an
Authorised Share Capital of RM50 million divided into 50 million ordinary shares
of RM1.00 each and a Paid -Up Share Capital of RM10 million divided into 10 million
ordinary shares of RM1.00 each of which the shareholding proportion to be held by the
JV Partners shall be as follows:-

Name of No of Percentage
JV Partner Ordinary of
Shares Shareholding
'000 %
Maybank 3,000 30
MVCC 2,000 20
SCSM 3,000 30
TX123 2,000 20
-------------------------------------
10,000 100


a) Information of the JV Company and Its Intended Principal Activities

TX123M was incorporated in Malaysia on September 21, 2000 and its intended
principal activity is to operate a B2B e-commerce portal in Malaysia to provide
end-to-end business to business services for the trading of goods and services
through an online digital marketplace system. The initial source of revenue will
come from subscription, banner advertisement, system integration and other
value-added services.

The initial target market will be the existing base of corporate and small and
medium industries in Malaysia, which forms a critical economic backbone of
the country. Based on a research done by International Research Agency,
the estimated market size for B2B in Malaysia is projected to increase from
RM5.3 billion in 2001 to RM87.4 billion in 2004.

TX123M is expected to start its operations in the second quarter of 2001.

b) Salient Features of the JV Agreement

  • Responsibility for Securing Approvals

Each JV Partner shall take all necessary steps to secure the condition precedents set out in Section 5 below within 3 months from the date of the JV Agreement.
The 3 month cut-off period is extendable upon confirmation from all the JV Partners.

  • Incorporation Expenses & Indemnity

The actual expenses incurred for the incorporation of the JV Company shall be
borne by SCSM and reimbursed by the JV Company upon the JV Agreement
become unconditional.

  • Business of the JV Company

The business of the JV Company will be:-

(1) To build, operate and maintain an E-Commerce Hub in Malaysia for
global commercial activities using Internet Technologies;
(2) To build, operate and maintain a Horizontal Hub in Malaysia for
commerce as a portal to facilitate commercial activities and
subsequently to build, operate and maintain Vertical Hub for different
industries;
(3) To enhance e-commerce activities through specialist service
providers (such as banks, credit companies and leasing companies)
for payment gateways, financial services, supply chain management
(logistics), online catalogue, back end integration and all other
services which can facilitate commercial activities;
(4) To expand the JV Company's e-commerce activities globally either with
the physical presence overseas or through linkage with other
E-Commerce Hubs or service providers to enhance commercial
activities; and
(5) To carry on such other business as may be ancillary or relating to any
of the business described in (1) to (4) above.

3) Rationale for the Proposed Joint Venture

Under this Proposed Joint Venture, the JV Partners will have the synergy between
the parties. Maybank and its group of companies will be able to provide its base
of clients and its expertise in e-payment services. Meanwhile, SCSM will provide its
expertise in providing information technology products and services and system
integration. TX123 provides the e-procurement platform and expertise in building
and maintaining a digital marketplace.

In addition, the incorporation of the JV Company will enable Maybank to further improve
and strengthen the customer relationship with our valued corporate clients and explore
new markets in the supply chain mangement.

4) Financial Effect

a) Share Capital

There is no effect on the Issued and Paid-Up Share Capital of Maybank arising
from the Proposed Joint Venture.

b) Earnings

The Proposed Joint Venture is expected to have a favourable effect on
earnings of the Maybank Group in the long run.

c) Net Tangible Asset (NTA)

The Proposed Joint Venture is expected to contribute positively to the NTA of
the Maybank Group.

d) Substantial Shareholders

The Proposed Joint Venture does not have any effect on the shareholdings of
the substantial shareholders of Maybank.

5) Conditions

The Proposed Joint Venture is conditional upon the approvals of the followings:

a) The Foreign Investment Committee

b) Bank Negara Malaysia

c) Any other relevant authorities


6) Interests of Directors, Substantial Shareholders and Person Connected With Them

None of the Directors and substantial shareholders of Maybank have any interest,
direct or indirect, in the Proposed Joint Venture. It is also confirmed that there are
no persons connected with the Directors and/or substantial shareholders who have
any interest, direct or indirect, in the Proposed Joint Venture.

This announcement is dated February 21, 2001.



Announcement Info

Company Name MALAYAN BANKING BERHAD  
Stock Name MAYBANK    
Date Announced 21 Feb 2001  
Category General Announcement
Reference No MB-010221-19109