Company announcements: AFFIN

AFFIN - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS

Announcement Type: General Announcement

Company Name	AFFIN HOLDINGS BERHAD
Stock Name	AFFIN
Date Announced	9 Jul 2014
Category	General Announcement
Reference No	MI-140709-65435

Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	AFFIN HOLDINGS BERHAD (“AFFIN” OR THE “COMPANY”) (I) ACQUISITION BY AFFIN OF 500,000,000 ORDINARY SHARES OF RM1.00 EACH, CONSTITUTING 100% OF THE ISSUED AND PAID-UP SHARE CAPITAL IN HWANGDBS INVESTMENT BANK BERHAD (“HWANG IB”) AFTER THE COMPLETION OF THE PRE-CLOSING REORGANISATION FROM HWANG CAPITAL MALAYSIA BERHAD (FORMERLY KNOWN AS HWANG-DBS (MALAYSIA) BERHAD) (“VENDOR”) AND THE ACQUISITION OF 1,700,000 ORDINARY SHARES OF RM1.00 EACH, CONSTITUTING 17% OF THE ISSUED AND PAID-UP SHARE CAPITAL IN HWANG INVESTMENT MANAGEMENT BERHAD (“HWANG IM”) HELD BY Y.A.M. TUNKU DATO’ SERI NADZARUDDIN IBNI ALMARHUM TUANKU JA’AFAR (“ACQUISITION”); AND (II) PROPOSED MERGER OF THE BUSINESSES, ASSETS AND LIABILITIES OF AFFIN INVESTMENT BANK BERHAD WITH THAT OF HWANG IB (“PROPOSED MERGER”) (COLLECTIVELY REFERRED TO AS THE “PROPOSALS”
Unless otherwise stated, abbreviations and definitions used throughout this announcement shall be the same as those previously defined in the announcement dated 22 January 2014.     We refer to the announcements dated 22 January 2014, 7 April 2014 and 3 June 2014 in relation to the Proposals.   In accordance to Clause 3.1.1 of the SPA, the purchase consideration for the Acquisition shall be an amount in cash equal to the (i) sum of the base price of RM1,363 million; and (ii) as adjusted based on the net assets adjustment as contemplated in the SPA.     The details of the net assets adjustment are as follows:   (a) In the case where the aggregate NA of the Acquisition Entities (excluding the Minority Shares) as at the month end prior to Closing Date has fallen by 3% or more below the Benchmark, the Purchase Price shall be the Base Price adjusted by a reduction equal to the differential value between the Shortfall and RM700,000. (b) In the case where the aggregate NA of the Acquisition Entities (excluding the Minority Shares) as at the month end prior to Closing Date has increased by 3% or more above the Benchmark, the Purchase Price shall be the Base Price adjusted by an increase equal to the differential value between (a) the Surplus and (b) RM11,300,000.     Such adjustment shall be referred to as the “NA Adjustment”.     The amount equals to the NA Adjustment in either case is to be paid within 5 business days after determination by the reporting accountant of a draft statement of the aggregate NA value of the Acquisition Entities (excluding the Minority Shares) (“Draft Net Assets Statements”).      Pursuant thereto, based on the Draft Net Assets Statement prepared by the reporting accountant on 2 July 2014 (“Determination Date”) and in accordance with Clause 7.3.1 of the SPA, there was a Surplus between the net assets of the Acquisition Entities (excluding the Minority Shares) as at the Closing Date and the Benchmark. Accordingly, the amount payable by AFFIN is RM60,220,567 (”Adjustment Payment”) to be settled on or before 9 July 2014, being 5 Business Days after the Determination Date.    In this regard, on behalf of the Board of AFFIN, AFFIN Investment Bank Berhad wishes to announce that the Adjustment Payment was made by AFFIN to the Vendor on 9 July 2014.       This announcement is dated 9 July 2014.

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