|Description||PROPOSED MERGER OF THE BUSINESSES AND UNDERTAKINGS OF MALAYSIA BUILDING SOCIETY BERHAD (“MBSB”), CIMB GROUP HOLDINGS BERHAD (“CIMB GROUP”) AND RHB CAPITAL BERHAD (“RHB CAPITAL”) AND THE CREATION OF AN ENLARGED ISLAMIC BANKING FRANCHISE (“PROPOSED MERGER”)|
We refer to the previous announcements dated 10 July 2014 and 9 October 2014 (“Announcements”). Unless otherwise stated, the definitions used here shall have the same meanings as set out in the Announcements.
On behalf of MBSB, AmInvestment Bank Berhad wishes to announce that pursuant to the application submitted by MBSB for the waiver under Paragraph 10.08(7)(a) of the Main Market Listing Requirements of Bursa Securities (“Listing Requirements”) in respect of requiring EPF (a major shareholder MBSB) to abstain from voting at the shareholders’ meetings of MBSB for the Proposed Merger (“Proposed Waiver”), Bursa Securities had today rejected the application for the Proposed Waiver as there are no adequate justifications that the potential conflict of interests involving EPF has been eliminated or sufficiently mitigated.
In arriving at its decision, Bursa Securities took into consideration the following:
(1) The objective of the related party transaction framework under the Listing Requirements is to govern potential conflict of interest situations. In related party transactions, related parties may be able to assert influence over a listed issuer’s actions or transactions which then present a risk of potential abuse to the listed issuer. By virtue of EPF being the common major shareholder in all three (3) affected companies (i.e. MBSB, RHB Capital and CIMB Group) as well as being the single largest shareholder of both MBSB and RHB Capital, there exists such a potential conflict of interest situation, where EPF may be able to influence the Proposed Merger to its own benefit; and
(2)EPF’s position is not the same as the other shareholders of MBSB premised on the following:-
(a) EPF’s controlling stakes in MBSB (64.5%) and RHB Capital (41.5%) place it in a position of significant influence in these companies;
(b) As the single largest shareholder of MBSB and RHB Capital and a major shareholder in CIMB Group, EPF may benefit from the transaction as a shareholder of RHB Capital and/or CIMB Group. As such, its overall position would differ from a party who is merely a shareholder of MBSB, especially given the differing terms and valuations applicable to these three (3) affected companies; and
(c) EPF had prior knowledge of the Proposed Merger as it was notified by CIMB Group before the issuance of the letter of intent by CIMB Group dated 9 July 2014.
This announcement is dated 21 October 2014.
|Company Name||MALAYSIA BUILDING SOCIETY BERHAD|
|Date Announced||21 Oct 2014|