Proposed Take-Over of The Stockbroking Business Of Sime Securities Berhad ("Proposed Take-Over")
Contents :
1. INTRODUCTION
On behalf of the Board of MAICA, Commerce International Merchant Bankers Berhad ("CIMB") is pleased to announce that the Company proposes to incorporate a new subsidiary to take over the stockbroking business of Sime Securities Berhad ("SSB").
2. DETAILS OF THE PROPOSED TAKE-OVER
On 11 December 1998, in response to an advertisement inviting individuals and corporations to acquire shares in Sime Merchant Bankers Berhad, SSB and UMBC Insurans Berhad, Dato' Tan Hua Choon submitted an offer to acquire either the stockbroking licence of SSB or 100% equity interest in SSB. On 11 March 1999, Dato' Tan Hua Choon was informed by the vendor that his offer has been accepted, subject to certain conditions. On 16 June 1999, Dato' Tan Hua Choon wrote to confirm to the vendor that a new company will be formed to take over the stockbroking business of SSB. In the same letter, Dato' Tan Hua Choon, who holds 17.37% equity interest in MAICA as at 10 June 1999, confirmed that the new company to be formed will be a subsidiary of MAICA. Further details including the purchase consideration and the mechanism for the Proposed Take-over are being deliberated upon and an announcement will be made after finalisation and further consultation with the relevant regulatory authorities.
Dato’ Tan Hua Choon will not receive any form of consideration from MAICA for his nomination of a subsidiary of MAICA to take over the stockbroking business of SSB.
3. RATIONALE FOR THE PROPOSED TAKE-OVER
The Proposed Take-over will allow MAICA to venture into the stockbroking industry. The Board of Directors of MAICA is of the opinion that the long-term prospects of the stockbroking industry are bright in view of the progressive development in the equities market in Malaysia as well as the current recovery of the Malaysian economy. The Proposed Take-over will also introduce a new core business in MAICA after the substantial divestment of the Company’s assets through the disposal of 100% equity interest in Maica Laminates Sdn. Bhd. and 52.5% equity interest in Maica Corporation Sdn. Bhd. ("Proposed Disposals"), which was completed in 1998.
4. SOURCE OF FUNDS FOR THE PROPOSED TAKE-OVER
On 1 October 1998, MAICA completed the Proposed Disposals which raised total cash proceeds of RM41,344,047. The Securities Commission (“SC”) had approved the Proposed Disposals subject to, inter-alia, the proceeds from the Proposed Disposals being deposited in fixed deposit account(s) and MAICA seeking the approval of the SC for any change in utilisation of the proceeds which have been placed in the fixed deposit account(s).
MAICA intends to utilise the total proceeds of RM41,344,047 from the Proposed Disposals to part finance the Proposed Take-over. The Board of Directors of MAICA is deliberating on the mode of financing for the additional funds which may be required to implement the Proposed Take-over and to operate the stockbroking business, and an announcement will be made upon finalisation of the details.
5. EFFECTS OF THE PROPOSED TAKE-OVER
The effects of the Proposed Take-over on MAICA will be determined and announced upon finalisation of the details and the financing for the Proposed Take-over.
6. APPROVALS REQUIRED
The Proposed Take-over is conditional upon approvals being obtained from the following:-
(i) the SC;
(ii) the Ministry of Finance;
(iii) the Kuala Lumpur Stock Exchange;
(iv) the shareholders of MAICA; and
(v) any other relevant authorities.
7. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
None of the Directors or substantial shareholders of MAICA have any interest, direct or indirect, in the Proposed Take-over
8. DIRECTORS' RECOMMENDATION
The Directors of MAICA are of the opinion that the Proposed Take-over is in the best interests of the Company.
9. SUBMISSIONS TO THE RELEVANT AUTHORITIES
The submissions to the relevant authorities are expected to be made within 4 months from the date of this announcement.
Announcement Info
| Company Name |
MALAYSIA AICA BERHAD |
| Stock Name |
M AICA |
| Date Announced |
18 Jun 1999 |
| Category |
General Announcement |
| Reference No |
MM-990618-61066 |