CIMB - OTHERS SUBMISSION TO BANK NEGARA MALAYSIA (“BNM”) FOR APPROVAL ON THE PROPOSED MERGER OF THE BUSINESSES AND UNDERTAKINGS OF RHB CAPITAL BERHAD (“RHB CAPITAL”), CIMB GROUP HOLDINGS BERHAD AND MALAYSIA BUILDING SOCIETY BERHAD (“MBSB”) AND THE CREATION OF AN ENLARGED ISLAMIC BANKING FRANCHISE (“PROPOSED MERGER”)
| Company Name | CIMB GROUP HOLDINGS BERHAD |
| Stock Name | CIMB |
| Date Announced | 9 Oct 2014 |
| Category | General Announcement |
| Reference No | MM-141009-61750 |
| Type | Announcement |
| Subject | OTHERS |
| Description | SUBMISSION TO BANK NEGARA MALAYSIA (“BNM”) FOR APPROVAL ON THE PROPOSED MERGER OF THE BUSINESSES AND UNDERTAKINGS OF RHB CAPITAL BERHAD (“RHB CAPITAL”), CIMB GROUP HOLDINGS BERHAD AND MALAYSIA BUILDING SOCIETY BERHAD (“MBSB”) AND THE CREATION OF AN ENLARGED ISLAMIC BANKING FRANCHISE (“PROPOSED MERGER”) |
We refer to the previous announcement dated 10 July 2014 (“Announcement”). Unless otherwise stated, the definitions used here shall have the same meanings as set out in the Announcement. On behalf of CIMB Group, CIMB Investment Bank Berhad wishes to announce that CIMB Group and RHB Capital, as well as their relevant subsidiaries, had made a joint application to BNM to seek the approval of BNM and/or the Minister of Finance (“MoF”) through BNM for, amongst others, the Proposed Merger. The Proposed Merger is intended to encompass the following: (i) The proposed disposal by CIMB Group of all its assets, liabilities, business and undertakings (“Assets and Liabilities”) to RHB Capital (“Proposed Disposal”). CIMB Group shall dispose of all its Assets and Liabilities to RHB Capital in consideration for new shares in RHB Capital (“CIMB Group Consideration Shares”) via a proposed scheme of arrangement under Section 176 of the Companies Act, 1965 (“Act”) between CIMB Group and its shareholders, and RHB Capital, CIMB Islamic Bank, and RHB Islamic and a business sale and purchase agreement entered into between CIMB Group and RHB Capital. In addition, CIMB Group will undertake a capital reduction exercise under Section 64 of the Act to facilitate the distribution of the CIMB Group Consideration Shares to its shareholders, following which CIMB Group shall be delisted from the Main Market of Bursa Malaysia Securities Berhad (“Bursa Securities”). The consideration for the Proposed Disposal (“CIMB Group Merger Consideration”) is RM7.267 per CIMB Group share. This is equivalent to an aggregate CIMB Group Merger Consideration of RM60,581.5 million based on the number of shares in CIMB Group as at 31 July 2014 (8,336.5 million CIMB Group shares). The CIMB Group Merger Consideration represents a premium of 0.4% to the market price of CIMB Group of RM7.24 as at the reference date of 9 July 2014. The CIMB Group Merger Consideration values RHB Capital at RM10.028 per share based on the number of shares in RHB Capital as at 24 July 2014 (2,572.5 million RHB Capital shares). This represents a premium of 15.0% to the market price of RHB Capital of RM8.72 as at the reference date of 9 July 2014. (ii) The proposed acquisition by CIMB Islamic Bank Berhad (“CIMB Islamic”) of the Assets and Liabilities of RHB Islamic Bank Berhad (“RHB Islamic”) (“Proposed RHB Islamic Acquisition”). As an integral part of the Proposed Merger, CIMB Islamic will acquire all the Assets and Liabilities of RHB Islamic in consideration for new ordinary shares in CIMB Islamic (“RHB Islamic Consideration Shares”). The proposed consideration for the Proposed RHB Islamic Acquisition (“RHB Islamic Purchase Consideration”) is RM4,146.8 million. This is equivalent to an implied price per share in RHB Islamic of RM3.53 based on the number of shares of RHB Islamic (1,173.4 million RHB Islamic shares) as at 31 March 2014. The RHB Islamic Purchase Consideration values RHB Islamic at a price-to-book ratio (“PB Ratio”) of 2.00 times the unaudited consolidated net assets (“NA”) to equity holders of RHB Islamic of RM2,073.4 million as at 31 March 2014 and 1.96 times the unaudited consolidated NA to equity holders of RHB Islamic of RM2,119.3 million as at 30 June 2014. The implied issue price of RM5.399 per share in CIMB Islamic for the RHB Islamic Purchase Consideration values CIMB Islamic at a PB Ratio of 2.00 times to the unaudited consolidated NA to equity holders of CIMB Islamic of RM2,699.3 million as at 31 March 2014 and 1.93 times to the unaudited consolidated NA to equity holders of CIMB Islamic of RM2,803.4 million as at 30 June 2014. (iii) The proposed merger of the Assets and Liabilities of CIMB Islamic, RHB Islamic and MBSB to create a mega Islamic bank (“Proposed Islamic Merger”). The Proposed Islamic Merger will involve the acquisition by CIMB Islamic of all the Assets and Liabilities of MBSB in consideration for new redeemable convertible preference shares in CIMB Islamic (“MBSB Consideration Shares”) (“Proposed MBSB Acquisition”). MBSB shall undertake a capital repayment exercise under Section 64 of the Act (“Proposed Capital Repayment”) to distribute the rights to the MBSB Consideration Shares (i.e. the CIMB Islamic redeemable convertible preference shares and/or the rights and entitlements thereunder) to all the shareholders of MBSB as at an entitlement date to be determined and announced later. Upon completion of the Proposed Capital Repayment, the relevant steps will be taken for the delisting of MBSB from the Main Market of Bursa Securities. The proposed consideration for the acquisition of the Assets and Liabilities of MBSB (“MBSB Purchase Consideration”) is RM2.820 per MBSB share and represents a premium of 20.5% to the market price of MBSB of RM2.34 as at the reference date of 9 July 2014. This is equivalent to aggregate consideration of RM7,768.1 million (on a fully diluted basis, based on 2,676.0 million outstanding MBSB Shares, 18.0 million unexercised MBSB warrants 2011/2016 and 60.6 million unexercised MBSB employee share option scheme options as at 27 August 2014). The implied issue price of RM5.399 per share in CIMB Islamic for the MBSB Purchase Consideration values CIMB Islamic at a PB Ratio of 2.00 times the unaudited consolidated NA to equity holders of CIMB Islamic of RM2,699.3 million as at 31 March 2014 and 1.93 times the unaudited consolidated NA to equity holders of CIMB Islamic of RM2,803.4 million as at 30 June 2014. Upon completion of the Proposed Islamic Merger, the enlarged Islamic bank may undertake a capital raising exercise to bolster its capital base for future growth. It is envisaged that following the capital raising exercise, the merged CIMB Group-RHB Capital would retain a controlling stake in the mega Islamic bank. The Proposed Disposal and Proposed RHB Islamic Acquisition are not conditional upon the Proposed Islamic Merger and vice versa, or any other transaction or proposal involving the Parties. CIMB Investment Bank Berhad and JPMorgan Securities (Malaysia) Sdn Bhd acted as joint advisers to CIMB Group. Kadir, Andri & Partners acted as legal counsel to CIMB Group. Attached is the press release in relation to the above. Further details on the Proposed Merger will be announced by the Parties upon approval by BNM and/or MoF and the signing of the definitive agreements in relation to the Proposed Merger. | |
KULIM - Changes in Sub. S-hldr's Int. (29B) - Kumpulan Wang Persaraan (Diperbadankan)
| Company Name | KULIM (MALAYSIA) BERHAD |
| Stock Name | KULIM |
| Date Announced | 9 Oct 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | JC-141009-8A030 |
Particulars of substantial Securities Holder
| Name | Kumpulan Wang Persaraan (Diperbadankan) |
| Address | Aras 4, 5 & 6, Menara Yayasan Tun Razak 200, Jalan Bukit Bintang 55100 Kuala Lumpur |
| NRIC/Passport No/Company No. | KWAPACT6622007 |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary shares of RM0.25 each |
| Name & address of registered holder | Kumpulan Wang Persaraan (Diperbadankan) Aras 4, 5 & 6, Menara Yayasan Tun Razak 200, Jalan Bukit Bintang 55100 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Disposed | 29/09/2014 | 300,300 | |
| Disposed | 30/09/2014 | 122,500 |
| Remarks : |
| The notice was received via electronic mail on even date. |
KULIM - MONTHLY PRODUCTION FIGURES (MINING / PLANTATION / TIMBER)
| Company Name | KULIM (MALAYSIA) BERHAD |
| Stock Name | KULIM |
| Date Announced | 9 Oct 2014 |
| Category | General Announcement |
| Reference No | JC-141009-8D2AD |
| Type | Announcement |
| Subject | MONTHLY PRODUCTION FIGURES (MINING / PLANTATION / TIMBER) |
| Description | Statistical Data for the month of September 2014 |
The statistical data for the month of September 2014 is as per attachment. This announcement is dated 9 October 2014. | |
SEAL - Change in Boardroom
| Company Name | SEAL INCORPORATED BERHAD |
| Stock Name | SEAL |
| Date Announced | 9 Oct 2014 |
| Category | Change in Boardroom |
| Reference No | CC-141009-51701 |
| Date of change | 09/10/2014 |
| Name | Chuah Chong Ewe |
| Age | 47 |
| Nationality | Malaysian |
| Designation | Chief Executive Officer |
| Directorate | Executive |
| Type of change | Resignation |
| Reason | Personal reason - to pursue his other interests. |
| Details of any disagreement that he/she has with the Board of Directors | No |
| Whether there are any matters that need to be brought to the attention of the shareholders | No |
| Qualifications | LLB (Hons) University of Malaya |
| Working experience and occupation | He was admitted to the Malaysian Bar Council on 26 February 1993 and with his more than 21 years experience in legal practice, he is well versed in corporate, conveyancing and litigation matters. He comes with a vast experience in terms of practical knowledge and well-rounded exposure in all aspects of corporate, business and property development. |
| Directorship of public companies (if any) | NIL |
| Family relationship with any director and/or major shareholder of the listed issuer | He is the brother of the Executive Director, Mr Chuah Chong Boon. |
| Any conflict of interests that he/she has with the listed issuer | No |
| Details of any interest in the securities of the listed issuer or its subsidiaries | Direct interest - 1,105,000 ordinary shares in the Company Deemed interest - 40,000,000 ordinary shares in the COmpany |
| Remarks : |
| This announcement is dated 9 October 2014. |
XINQUAN - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS OUTSIDE CLOSED PERIOD (Amended Announcement)
| Company Name | XINGQUAN INTERNATIONAL SPORTS HOLDINGS LIMITED |
| Stock Name | XINQUAN |
| Date Announced | 9 Oct 2014 |
| Category | General Announcement |
| Reference No | CA-141009-859CC |
| Type | Announcement | ||||||||||||
| Subject | DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS) DEALINGS OUTSIDE CLOSED PERIOD | ||||||||||||
| Description | Dealings Outside Closed Period | ||||||||||||
Pursuant to paragraph 14.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the following director has transacted dealings in the securities of Xingquan International Sport Holdings Limited as set out in the table below.
*The amendment is made to the price per share. The price per share should be RM0.48 instead of par value of USD0.10, as announced earlier. | |||||||||||||
SCABLE - OTHERS Letter of Award
| Company Name | SARAWAK CABLE BERHAD |
| Stock Name | SCABLE |
| Date Announced | 9 Oct 2014 |
| Category | General Announcement |
| Reference No | SC-141009-50509 |
| Type | Announcement |
| Subject | OTHERS |
| Description | Letter of Award |
The Board of Directors of Sarawak Cable Berhad (“Sarawak Cable” or “the Company”) wishes to announce that the Company had on 9 October 2014 received a Letter of Award from Shanghai Electric Group Co. Ltd. (“SEG”), the main contractor of 2 x 300MW Balingian Coal-Fired Power Plant For Power Island Engineering, Procurement & Construction Works (“the Project”), for the local portion of the Project Works for a contract sum of RM493,000,000.00 (Ringgit Malaysia Four Hundred and Ninety Three Million Only). The contract sum is provisional and subject to final scope of work and bill of quantities for the required Local Contents in accordance with the Main Contract. It is intended that the Date of Commencement of the Project shall be on 28 November 2014 with a completion period of Forty (40) months ending on 27 March 2018. The Project is expected to contribute positively to the earnings and net assets of Sarawak Cable Group for the financial year ending 31 December 2015, 2016, 2017 and 2018. The Board is of the opinion that the award of the Project by SEG to the Company is in the best interest of Sarawak Cable and its Group of Companies. This announcement is dated 9 October 2014. | |
PETGAS - Changes in Sub. S-hldr's Int. (29B) - EMPLOYEES PROVIDENT FUND BOARD
| Company Name | PETRONAS GAS BERHAD |
| Stock Name | PETGAS |
| Date Announced | 9 Oct 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | PG-141009-AC190 |
Particulars of substantial Securities Holder
| Name | EMPLOYEES PROVIDENT FUND BOARD |
| Address | Tingkat 19, Bangunan KWSP Jalan Raja Laut 50350 Kuala Lumpur |
| NRIC/Passport No/Company No. | EPF ACT 1991 |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary Share of RM1.00/share |
| Name & address of registered holder | CITIGROUP NOMINEES (TEMPATAN) SDN BHD Level 42, Menara Citibank 165 Jalan Ampang 50450 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Disposed | 03/10/2014 | 300,000 | |
| Acquired | 03/10/2014 | 20,000 |
| Remarks : |
| The direct interest of 242,757,000 shares comprising: a) 233,458,800 shares held by Citigroup Nominees(Tempatan) Sdn. Bhd; b) 1,497,600 shares held EPF Board; c) 155,500 shares held by Employees Provident Fund Board (KIB); d) 129,200 shares held by Employees Provident Fund Board (RHB INV); e) 1,022,100 shares held by Employees Provident Fund Board (AM INV); f) 5,805,300 shares held by Employees Provident Fund Board (NOMURA); g) 263,500 shares held by Employees Provident Fund Board (CIMB PRI); h) 425,000 shares held by Employees Provident Fund Board (ARIM); Received Form 29B on 9 October 2014 |
PETGAS - Changes in Sub. S-hldr's Int. (29B) - KUMPULAN WANG PERSARAAN DIPERBADANKAN
| Company Name | PETRONAS GAS BERHAD |
| Stock Name | PETGAS |
| Date Announced | 9 Oct 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | PG-141009-B2E10 |
Particulars of substantial Securities Holder
| Name | KUMPULAN WANG PERSARAAN DIPERBADANKAN |
| Address | Aras 4, 5 & 6, Menara Yayasan Tun Razak 200, Jalan Bukit Bintang 55100 Kuala Lumpur |
| NRIC/Passport No/Company No. | KWAPACT6622007 |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary Share of RM1.00/share |
| Name & address of registered holder | Kumpulan Wang Persaraan (Diperbadankan) Aras 4, 5 & 6, Menara Yayasan Tun Razak 200, Jalan Bukit Bintang 55100 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 01/10/2014 | 800,000 | |
| Acquired | 02/10/2014 | 300,000 | |
| Disposed | 01/10/2014 | 672,800 | |
| Disposed | 02/10/2014 | 456,100 |
| Remarks : |
| Received Form 29B on 9 October 2014 |
CENTURY - MULTIPLE PROPOSALS
| Company Name | CENTURY LOGISTICS HOLDINGS BERHAD |
| Stock Name | CENTURY |
| Date Announced | 9 Oct 2014 |
| Category | General Announcement |
| Reference No | CU-141003-59953 |
| Type | Announcement | ||
| Subject | MULTIPLE PROPOSALS | ||
| Description | Century Logistics Holdings Berhad (“Century” or “Company”) (i) Bonus Issue; (ii) Share Split; and (iii) Amendments. | ||
(Unless otherwise defined, all terms used in this announcement have the same meaning ascribed in the announcements dated 10 July 2014, 8 August 2014, 22 August 2014, 23 September 2014 and 8 October 2014) Reference is made to the Company’s announcements dated 10 July 2014, 8 August 2014, 22 August 2014, 23 September 2014 and 8 October 2014 in relation to the Bonus Issue, Share Split and Amendments.
| |||
DIALOG - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board
| Company Name | DIALOG GROUP BERHAD |
| Stock Name | DIALOG |
| Date Announced | 9 Oct 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | DG-141009-8E950 |
Particulars of substantial Securities Holder
| Name | Employees Provident Fund Board |
| Address | Tingkat 19, Bangunan KWSP Jalan Raja Laut 50350 Kuala Lumpur |
| NRIC/Passport No/Company No. | EPF ACT 1991 |
| Nationality/Country of incorporation | Malaysia |
| Descriptions (Class & nominal value) | Ordinary shares of RM0.10 each |
| Name & address of registered holder | Citigroup Nominees (Tempatan) Sdn Bhd Level 42, Menara Citibank 165 Jalan Ampang 50450 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 03/10/2014 | 3,000,000 | |
| Disposed | 03/10/2014 | 1,623,800 |
| Remarks : |
| Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (Acquired 3,000,000 shares) - 414,128,616 shares Employees Provident Fund Board - 3,024,000 shares Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (KIB)- 4,203,468 shares Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (HDBS) - 17,320,134 shares Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (CIMB PRI) - 18,141,472 shares Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (AM INV) - 23,716,640 shares Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (NOMURA) (Disposed 1,170,500 shares) - 38,833,554 shares Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (ARIM) - 3,350,000 shares Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (AMUNDI) (Disposed 453,300 shares) - 9,748,800 shares Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (RHB INV) - 4,000,000 shares Total No. of shares - 536,466,684 shares |
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