Type	Announcement
Subject	MALAYAN BANKING BERHAD ("Maybank" or "the Company") - Proposed Bonus Issue Of Up To 1,219,071,077 New Ordinary Shares Of RM1.00 Each On The Basis Of One (1) New Ordinary Share For Every Two (2) Existing Ordinary Shares Held ("Proposed Bonus Issue")

Contents :

2. DETAILS OF THE PROPOSED BONUS ISSUE

2.1 Terms of the Proposed Bonus Issue

The Proposed Bonus Issue will entail the issuance of up to 1,219,071,077 new ordinary shares of RM1.00 each to the shareholders of the Company to be credited as fully paid-up on the basis of one (1) new ordinary share of RM1.00 each for every two (2) existing ordinary shares held ("Bonus Shares”).

The Proposed Bonus Issue will be issued to entitled shareholders of Maybank whose names appear on the Registrar of Members and Record of Depositors at the Book Closure Date to be determined later.

The number of new ordinary shares of RM1.00 each to be issued pursuant to the Proposed Bonus Issue was arrived at based on the following:

a. the existing issued and paid-up share capital of Maybank as at 30 June 2001 comprising 2,352,225,214 ordinary shares of RM1.00 each; and

b. 85,916,941 share options that are unexercised as at 30 June 2001 granted under Maybank's employee share option scheme ("ESOS").

The Proposed Bonus Issue will be effected by way of capitalising up to
RM1,219,071,077 from the Retained Profits Account of the Company which stood at RM3.639 billion as at 30 June 2001.

Please refer to Table A for the movement in the Retained Profits Account of Maybank.

2.2 Rationale for the Proposed Bonus Issue

The rationale for the Proposed Bonus Issue are:

(a) to increase the capital base of Maybank to a level which would better reflect the Company's scale of operations;

(b) to enhance the marketability and liquidity of Maybank shares in the market; and

(c) to reward the existing shareholders of Maybank for their support by enabling them to have greater participation in the equity of the Company in terms of the number of shares held.

2.3 Status of the Bonus Shares

All the new ordinary shares of RM1.00 each to be issued pursuant to the Proposed Bonus Issue will, upon issue and allotment, rank pari passu in all respects with the then existing ordinary shares of Maybank, save and except that they will not be entitled to any dividends, rights, allotments and/or other distributions which may be declared prior to the date of allotment of the new ordinary shares.

A Circular to shareholders containing the information on the Proposed Bonus Issue will be issued to the shareholders of Maybank in due course.

3. FINANCIAL EFFECTS OF THE PROPOSED BONUS ISSUE

The proforma financial effects of the Proposed Bonus Issue on the share capital, earnings, net tangible asset ("NTA") and dividends on Maybank are as follows:

3.1 Share Capital

The issued and paid-up share capital of Maybank will be increased pursuant to the Proposed Bonus Issue.

Please refer to Table B for the effects of the Proposed Bonus Issue on the share capital of the Maybank.

3.2 Earnings

The Proposed Bonus Issue will have no material effect on the earnings of the Company for the financial year ending 30 June 2002. However, the earnings per share of Maybank will be diluted pursuant to the Proposed Bonus Issue as a result of the increase in the issued and paid up share capital.

3.3 NTA

Please refer to Table C for the proforma financial effects of the Proposed Bonus Issue on the audited NTA of the Company based on the balance sheet of Maybank as at 30 June 2001.

3.4 Dividends

Maybank has declared an interim and final dividend of 5.0 sen and 7.0 sen per share respectively net of tax at 28% amounting to total of 12.0 sen per share in respect of the financial year ended 30 June 2001. Barring any unforeseen circumstances, the Board expects the Company to be in a position to maintain the same quantum of dividend for the financial year ending 30 June 2002.

4. CONDITIONS OF THE PROPOSED BONUS ISSUE

The Proposed Bonus Issue is conditional upon the approvals of the following:

(a) Kuala Lumpur Stock Exchange;

(b) Bank Negara Malaysia;

(c) the shareholders of Maybank at an Extraordinary General Meeting to be convened; and

(d) any other approvals from other relevant authorities (if required).

5. DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST

None of the directors and/or major shareholders of Maybank have any interest, either direct or indirect, in the Proposed Bonus Issue beyond their entitlement under the Proposed Bonus Issue for which all existing shareholders of the Company are entitled to.

6. SUBMISSION TO THE RELEVANT AUTHORITIES

The submission to the relevant authorities in respect of the Proposed Bonus Issue will be made within four (4) months from the date of this announcement.

7. ADVISER

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

8. DIRECTORS’ RECOMMENDATION

The Directors, after careful deliberation on the Proposed Bonus Issue and the advise of Aseambankers are of the opinion that the aforementioned Proposed Bonus Issue is in the best interests of Maybank.

TABLE A

MOVEMENT IN RETAINED PROFITS

1) Assuming All The Outstanding Options Under The ESOS Are Fully Exercised

		RM'000
Balance as at 30 June 2001 (audited)		3,638,967
Less: Amount to be capitalised for the Proposed Bonus Issue		(1,219,071)
Outstanding Balance		2,419,896

2) Assuming None Of The Outstanding Options Under The ESOS Are Exercised

	RM’000
Balance as at 30 June 2001 (audited)	3,638,967
Less: Amount to be capitalised for the Proposed Bonus Issue	(1,176,113)
Outstanding Balance	2,462,854

TABLE B

EFFECT ON THE ISSUED AND PAID-UP SHARE CAPITAL

1) Assuming All The Outstanding Options Under The ESOS Are Fully Exercised

	No. Of Ordinary Shares	RM
			Existing as at 30 June 2001	2,352,225,214	2,352,225,214
			Assuming the ESOS Options are fully exercised	85,916,941	85,916,941
			To be issued pursuant to the Proposed Bonus Issue (Basis 1 : 2)	1,219,071,077	1,219,071,077
			Enlarged share capital	3,657,213,232	3,657,213,232

2) Assuming None Of The Outstanding Options Under The ESOS Are Exercised

	No. Of Ordinary Shares	RM
			Existing as at 30 June 2001	2,352,225,214	2,352,225,214
			To be issued pursuant to the Proposed Bonus Issue (Basis 1 : 2)	1,176,112,607	1,176,112,607
			Enlarged share capital	3,528,337,821	3,528,337,821

TABLE C

EFFECTS ON NTA

1) Assuming All The Outstanding Options Under The ESOS Are Fully Exercised

	Audited as at 30.06.2001	(a) After Full Exercise Of Outstanding Options Under The ESOS	(b) After (a) and Proposed Bonus Issue
	RM’000	RM’000	RM’000
Share Capital	2,352,225	2,438,142	3,657,213
Share Premium	244,598	948,1621	947,4122
Other reserves	2,402,121	2,402,121	2,402,121
Retained profits	3,638,967	3,638,967	2,419,896
Shareholders’ Funds/NTA	8,637,911	9,427,392	9,426,642
NTA per share (RM)	3.67	3.87	2.58

Notes :

¹ Assuming unexercised ESOS Options as at 30 June 2001 are exercised at the prices as follow:

Number of ESOS Options unexercised	Exercise price (RM)
30,086,000	4.42
3,732,000	6.83
5,240,400	12.75
4,230,800	16.25
2,862,200	14.19
2,534,600	9.79
37,230,941	11.55 *

•  
  * Assuming the remaining unexercised ESOS Options amounting to 37,230,941 are exercised at an exercise price of RM11.55, based on the five (5) days weighted average share price of Maybank as at 24 August 2001.

² Net of estimated expenses for the Proposed Bonus Issue amounting to approximately RM750,000.

2) Assuming None Of The Outstanding Options Under The ESOS Are Exercised

	Audited as at 30.06.2001	After Proposed Bonus Issue
	RM’000	RM’000
Share Capital	2,352,225	3,528,338
Share Premium	244,598	243,8481
Other reserves	2,402,121	2,402,121
Retained profits	3,638,967	2,462,854
Shareholders’ Funds/NTA	8,637,911	8,637,161
NTA per share (RM)	3.67	2.45

¹ Net of estimated expenses for the Proposed Bonus Issue amounting to approximately RM750,000.

 

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