Type	Announcement
Subject	SUBORDINATED BONDS PROGRAMME

Contents :

The net proceeds of the sale of the Bonds will be used by Maybank for general banking purposes.

2.2 Terms of the Bonds Issue

 Description of the Bonds

Issue……………………. RM500.0 million aggregate principal amount Subordinated Bonds (subject to an option by Maybank to increase the issue up to an aggregate principal amount of RM1.0 billion). The Bonds will be unsecured subordinated obligations of Maybank. The Bonds will qualify as Tier II capital of Maybank for purposes of Malaysian capital adequacy regulations.

Issue Price………………… The Bonds will be issued at par.

Subordination……………… The Bonds will constitute unsecured obligations of Maybank, subordinate in right and priority of payment, to the extent and in the manner provided in the Bonds, to all deposit liabilities and other liabilities of Maybank except those liabilities which by their terms rank pari-passu in right of and priority of payment with or subordinate to the Bonds. The Bonds will, in the event of a distribution of assets in the winding-up or liquidation of Maybank, rank senior to the share capital of Maybank.

Interest Deferral………… No.

Tenure…………………… 10 years from issue/drawdown date on a 10 Non-callable (“NCL”) 5 basis.

Redemption at the Option

of Maybank….…………… Maybank may redeem in whole but not in part of the Bonds any time on or after the 5th year from Issue Date at 100% of the principal amount together with accrued interest.

Final Redemption………… Unless previously redeemed, purchased and cancelled, the Bonds will be redeemed at their principal amount together with accrued interest on the final maturity date.

Coupon………………......... The Bonds will bear coupon at the rate to be determined by a book-building process being undertaken by the Bookrunner. The coupon rate shall be stepped up by 100 basis points per annum from the beginning of the 6th year and such rate, as stepped up will be applicable throughout the remaining tenure of the Bonds until final maturity date.

Coupon
Payment Date…...….……… Payable semi-annually in arrears from the date of issue of the Bonds with the last coupon payment to be made on the maturity dates.

Form and Denomination…… (1) The Bonds will be in bearer form and in the denomination of RM1,000,000 each.

(2) The Bonds will be represented by a Global Certificate to be deposited with BNM and will be traded under the Scripless Securities Trading System maintained by BNM.

Mode of Issue…………..… Book-building without prospectus. The Bonds will not be listed on the Kuala Lumpur Stock Exchange.

Trading of Bonds…........… The Bonds shall be tradable on the secondary market on a willing-buyer willing-seller basis under the scripless book-entry securities trading and funds transfer system known as “Real Time Electronic Transfer of Funds and Securities” operated and managed by BNM.

Rating………………….......… The Bonds issue has been assigned a rating of AA2 by Rating Agency Malaysia Berhad.


Selling Restrictions………… The Bonds shall not be offered or sold, directly or indirectly other than to persons falling within any one of the categories of persons or in the circumstances specified in Schedules 2, 3, 4 and 5 of the Securities Commission Act, 1993 of Malaysia (as amended from time to time).

Enforcement Events………… If the principal of, or interest on, any Bond is not paid within 14 days after it is due, the holder of such Note may, at its discretion and without further notice, institute such proceedings as it chooses to enforce the obligations of Maybank under such Bonds and may institute proceedings in Malaysia for the winding up of Maybank, provided that such holder shall have no right to accelerate payment of such Bonds in the case of default in the payment of interest on such Bonds or a default in the performance of any other covenants of Maybank in such Bond.

Payments…………………… Payments of principal of, and interest on the Bonds will be made by the Paying Agent on behalf of Maybank in immediately available funds. All payments of principal and interest by Maybank will be made after deducting or withholding any amounts for, or on account of, any present or future taxes or duties of whatever nature imposed by Malaysia or any political subdivision or taxing authority thereof or therein. Maybank will not pay any additional amounts in respect of any such deduction or withholding for payments of principal or interest for or on account of any such taxes or duties.

Further Issues……………….. Maybank may from time to time raise additional subordinated debt which contain greater rights for bondholders thereof including acceleration rights provided that such subordinated debt ranks pari-passu in right and priority of payment with or subordinate to the Bonds in the case of any distribution of assets in any winding-up of Maybank.

Documentation……………….. The issuance of the Bonds will be subject to the negotiation and execution of documentation satisfactory to all parties, which shall include, the following:-

(1) Preliminary Information Memorandum;
(2) Trust Deed;
(3) Depository and Paying Agency Agreement;
(4) Global Bond Certificate;

(5) Legal opinion from the legal counsel of the Lead Arranger; and
(6) Commitment Letters.

In view of the selling restrictions stated above, it is to be noted that the Trust Deed will not comply with the Guidelines on the Minimum Contents Requirements for Trust Deeds issued by the Securities Commission and sub-division 1 of Division 4 of Part IV of the SCA, section 92 of sub-division 2 of Part IV of the SCA and sections 72, 74, 75 76, 77, 78, 80, 81 82, 84, 86,87, subsections 89(4) and 89(5) of Division 4 of Part IV of the SCA shall not apply.

3. RATIONALE FOR THE BONDS ISSUE

The Bonds will qualify as Tier II capital of Maybank for purposes of Malaysian capital adequacy regulations.

4. EFFECTS OF THE BONDS ISSUE

The Bonds will not have any effects on the:-

(i) issued and paid-up capital;
(ii) substantial shareholdings structure; and
(iii) dividend rate

of Maybank.

The Bonds should not have any material effects on the:-

(i) net tangible assets based on the latest consolidated audited accounts for the financial year ended June 30, 2000; and
(ii) earnings for the financial year ending June 30, 2001.

of Maybank.

5. APPROVALS OBTAINED

Bank Negara Malaysia’s approval was obtained on 16 March 2001 in respect of the Bonds issue which will be unsecured subordinated obligations of Maybank and that the Bonds will qualify as Lower Tier II capital of Maybank for purposes of Malaysian capital adequacy regulations.

The SC’s approval obtained on 18 April 2001 is subject to the following:-

(i) any subsequent changes to the proposed terms and conditions approved by the SC shall require the approval of the SC;

(ii) to forward a copy of the Facility Maintenance File to the SC and Bank Negara Malaysia (“BNM”) prior to the issuance of the Bonds;

(iii) to forward a copy of the Trust Deed and rating rationale to the SC prior to the issuance of the Bonds;

(iv) to inform the SC of the coupon rate of the Bonds once the said rates has been fixed prior to the issuance of the Bonds;

(v) full disclosure to the investors on the relationship between Aseambankers and Maybank; and

(vi) full disclosure to the investors, the relevant authorities and on the Bond Information and Dissemination System known as BIDS on the selling restriction of the Bonds.

The availability of the Bonds issue would nonetheless be subject to the execution of the relevant documents for the Bonds issue and the receipt of purchase commitments of not less than RM500.0 million nominal value of the Bonds.

6. SUBSTANTIAL SHAREHOLDERS’ AND DIRECTORS’ INTEREST

None of the directors, substantial shareholders and/or person connected to the Directors and/or substantial shareholders of Maybank has any interest, direct or indirect, in the Bonds issue.

7. ADVISER AND LEAD ARRANGER

The Adviser and Lead Arranger for the Bonds is Aseambankers Malaysia Berhad.

8. BOOKRUNNER

The Bookrunner for the Bonds is Aseambankers Malaysia Berhad.

9. THE PROGRAMME AGENT

The Programme Agent for the Bonds is Aseambankers Malaysia Berhad.
This announcement is dated April 26, 2001.

cc. Securities Commission
Attn: Mr Wong Wing Seong

Malayan Banking Berhad
Attn: The Board of Directors

 

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