Investor Relations


The Affin Bank Group is a financial services conglomerate. The Group's activities focus on commercial, Islamic and investment banking services, money broking and underwriting of life and general insurance business.

Proposed Equity Participation By The Bank Of East Asia, Limited ("BEA") In The Enlarged Issued And Paid-Up Share Capital Of AHB ("Proposal")

Type

Announcement
Subject AFFIN HOLDINGS BERHAD ("AHB" OR THE "COMPANY")

PROPOSED EQUITY PARTICIPATION BY THE BANK OF EAST ASIA, LIMITED ("BEA") IN THE ENLARGED ISSUED AND PAID-UP SHARE CAPITAL OF AHB ("PROPOSAL")

Contents :

1. INTRODUCTION

 

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      Further to the announcement dated 24 November 2006, the Board of Directors of AHB ("Board") is pleased to announce that on 24 April 2007, the Company had entered into a preliminary agreement with BEA to fix the pricing mechanism with respect to the Proposal (“Agreement”).


2. SALIENT TERMS OF AGREEMENT
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      2.1 Subscription and purchase of AHB Shares
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          Pursuant to the Agreement, BEA (or one or more of its affiliates) shall enter into definitive agreements with (i) AHB pursuant to which it will subscribe for new ordinary shares of RM1.00 each in AHB (“AHB Shares”) and (ii) certain shareholders of AHB pursuant to which it will purchase existing AHB Shares from these shareholders.
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          Upon completion of the Proposal, BEA (or one or more of its affiliates) intend to hold up to 25% of the enlarged share capital of AHB.
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      2.2 Basis of arriving at issue/purchase price
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          The subscription price and the purchase price per AHB Share payable by BEA (or one or more of its affiliates) pursuant to the Proposal shall each be an amount equal to the higher of:
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          (a) 1.3 times of the consolidated net asset value based on the latest audited consolidated financial statements of AHB for the financial year ended 31 December 2006 minus goodwill over the total issued and paid-up capital of AHB as at 31 December 2006; or
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          (b) the par value per AHB Share.
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      2.3 Definitive agreements
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          The definitive agreements (comprising the share subscription agreement and share sale & purchase agreement) in relation to the Proposal would be finalised later and entered into upon receipt of approval from Minister of Finance (“MOF”) and other relevant authorities.


3. BACKGROUND INFORMATION ON BEA
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      BEA is a licensed bank incorporated in Hong Kong. BEA is listed on the Stock Exchange of Hong Kong and is one of the constituent stocks of the Hang Seng Index. BEA is the largest independent local bank in Hong Kong, with total consolidated assets of HK$294.2 billion as of 31 December 2006.
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      The principal activities of BEA and its subsidiaries are the provision of banking and related financial services and business, corporate and investor services. At present, BEA operates more than 180 outlets worldwide covering Hong Kong and the rest of Greater China, the United States of America, Canada, the United Kingdom, the British Virgin Islands and Southeast Asia.
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      The authorised share capital of BEA is HK$6,500,000,000 comprising 2,600,000,000 ordinary shares of HK$2.50 each which HK$3,875,355,000 comprising 1,550,142,000 ordinary shares of HK$2.50 each were issued and fully paid-up as of 31 December 2006.
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      For the financial year ended 31 December 2006, BEA registered a consolidated profit before taxation and consolidated profit after taxation of HK$4.26 billion and HK$3.48 billion respectively.


4. RATIONALE FOR THE PROPOSED SUBSCRIPTION
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      The Proposed Subscription will provide AHB Group with a strategic partner with the expertise and technical know-how to contribute significantly to the business direction and strategies of the AHB Group, to propel its business forward and position itself as a major player in the financial services industry to meet the challenges of a liberalised banking arena, in line with AHB’s strategic objectives.
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      The partnership with BEA will also enable the AHB Group to leverage the international expertise and strengths of BEA which in turn would enable AHB Group to enhance its competitive edge. Further, such partnership will create a unique growth opportunity for both the AHB Group and BEA based on AHB Group’s customer franchise and BEA's strengths in service innovation. It will also provide a strong foundation for advancing AHB Group's strategy to be one of Malaysia's premier consumer and business focused bank.
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      The capital injection to be provided by BEA through the Proposed Subscription will provide the AHB Group the equity funds which will not only strengthen AHB’s balance sheet but would also place AHB Group in a significantly stronger position in the Malaysian and international markets.


5. APPROVALS REQUIRED
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      The Proposal is subject to the following approvals:
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      (i) MOF through BNM;

      (ii) shareholders of AHB;

      (iii) Foreign Investment Committee (if applicable); and

      (iv) any other applicable regulatory authority in Malaysia, Hong Kong or elsewhere.

6. FINANCIAL EFFECTS
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      The financial effects arising from the Proposal cannot be determined at this juncture pending finalisation of the terms and conditions of the definitive agreements.


7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
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      None of the Directors or major shareholders of AHB and/or persons connected to them has any interest direct and/or indirect in the Proposal.


8. DOCUMENT AVAILABLE FOR INSPECTION
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      Further details of the Proposal will be announced in due course. In the meantime, a copy of the Agreement is available for inspection at the registered office of AHB during office hours from Mondays to Fridays (except for public holidays) at 7th Floor, Chulan Tower, 3 Jalan Conlay, 50450 Kuala Lumpur for the period of two (2) weeks from the date of this announcement.



This announcement is dated 25 April 2007.

 


Announcement Info

Company Name AFFIN HOLDINGS BERHAD  
Stock Name AFFIN    
Date Announced 25 Apr 2007  
Category General Announcement
Reference No CC-070425-36860