BIMB HOLDINGS BERHAD (Company No. 199701008362 (423858-X)) (Incorporated in Malaysia under the Companies Act, 1965 and deemed registered under the Companies Act, 2016)
Administrative Guide for the Extraordinary General Meeting (‘EGM’) for the shareholders and the Court-Convened Meeting (“CCM”) for the warrantholders
EGM CCM Day and Date : Wednesday, 31 March 2021 Wednesday, 31 March 2021
Time : 10.00 a.m. 12.30 p.m.
Meeting : https://web.lumiagm.com https://web.lumiagm.com Platform Registration : Fully virtual meeting via Remote Fully virtual meeting via RPEV Participation and Electronic Voting facilities. (“RPEV”) facilities.
Broadcast : Level 31, Menara Bank Islam, 22 Level 31, Menara Bank Islam, 22 Venue Jalan Perak, 50450 Kuala Lumpur, Jalan Perak, 50450 Kuala Lumpur, Malaysia. Malaysia.
Mode of : 1. Type text in the meeting 1. Type text in the meeting platform. Communication platform. The messaging The messaging window facility window facility will be opened will be opened concurrently with concurrently with the Virtual the Virtual Meeting Portal, i.e., Meeting Portal, i.e., one (1) one (1) hour before the meeting, hour before the meeting, which which is from 11.30 a.m. on is from 9.00 a.m. on Wednesday, 31 March 2021. Wednesday, 31 March 2021.
2. Email questions in advance to 2. Email questions in advance to BIMB Holdings Berhad’s BHB’s Investor Relations at (“BHB” or “Company”) Investor [email protected] in Relations at relation to the agenda items for [email protected] in the CCM commencing from 15 relation to the agenda items for March 2021 and in any event no the EGM commencing from 15 later than Friday, 26 March 2021 March 2021 and in any event at 10.00 a.m. no later than Friday, 26 March 2021 at 10.00 a.m.
FULLY VIRTUAL EGM AND/OR CCM
1. In support of the Government of Malaysia on-going efforts to contain the spread of the COVID- 19 and the Government’s advice of social distancing and not having mass gatherings, the EGM/CCM of the Company will be conducted entirely on a virtual basis through live streaming and online remote voting via RPEV.
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1 2. The Company invites shareholders/warrantholders to participate in the EGM/CCM from their home or office and follow the entire proceedings as the EGM/CCM will be be conducted via RPEV. With the RPEV, you may exercise your right as a member/warrantholder of the Company to participate and vote at the EGM/CCM. The RPEV is also in line with Practice 12.3 of the Malaysian Code on Corporate Governance. The decision is made pursuant to Section 327 of the Companies Act 2016 (“Act”) and Clause 96 of the Company’s Constitution.
3. The broadcast venue is strictly for the purpose of complying with Section 327 (2) of the Act and Clause 96 of the Company’s Constitution that requires the Chairman of the meeting to be present at the main venue of the meeting. No shareholders/warrantholders/proxies from the public will be physically allowed at the meeting venue. All members/warrantholders are urged to attend the EGM/CCM remotely via meeting platform available on the designated link at https://web.lumiagm.com/
4. Shareholders/warrantholders can participate in our virtual EGM/CCM by registering online via Boardroom Smart Investor Portal at https://boardroomlimited.my
PROCEDURE OF THE EGM AND/OR CCM
1. The Login user Guide for participation, posing questions and voting at the EGM/CCM will be emailed to you together with your remote access user ID and password once your registration has been approved.
2. No recording or photography of the EGM/CCM meeting (“Meeting”, as applicable) proceedings is allowed without prior written permission of the Company.
3. You must ensure that you are connected to the internet at all times in order to participate and vote when the EGM/CCM has commenced. Therefore, it is your responsibility to ensure that connectivity for the duration of the Meeting is maintained.
ENTITLEMENT TO PARTICIPATE AND VOTE
In respect of deposited securities, only shareholders/warrantholders whose names appear on the Record of Depositors on 24 March 2021 (General Meeting Record of Depositors) shall be eligible to participate the Meeting or appoint proxy(ies) to participate on his/her behalf.
APPOINTMENT OF PROXY
1. A shareholders/warrantholders entitled to participate and vote that the EGM/CCM is entitled to appoint proxy(ies) to participate and vote in his/her stead. If you are not able to participate in the EGM/CCM remotely, you are encouraged to appoint the Chairman of the Meeting as your proxy and indicate the voting instruction in the Form of Proxy.
2. You may download the Form of Proxy from our website at https://bimbholdings.com
3. The Form of Proxy must be deposited at the office of the Share Registrar, Boardroom Share Registrar Sdn Bhd (“Boardroom”) at Ground Floor or 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia or via electronic means through the Boardroom Smart Investor Online Portal at https://www.boardroomlimited.my/ by logging in and selecting “E-PROXY LODGEMENT” not less than 48 hours before the meeting. Further information and guidance on the “Electronic Lodgement of Form of Proxy” are as follows:
Step 1 Register Online with Boardroom Smart Investor Online Portal (for first-time registration only) (Note: If you have already signed up with Boardroom Smart Investor Online Portal, you are not required to register again. You may proceed to Step 2 on e-Proxy Lodgement.)
(a) Access website https://boardroomlimited.my. (b) Click <
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2 (c) Complete the registration and upload a softcopy of your MyKAD/Identification Card (front and back) or Passport in JPEG or PNG format. (d) Please enter a valid email address and wait for Boardroom’s email verification. (e) Your registration will be verified and approved within one (1) business day and an email notification will be provided.
Step 2 e-Proxy Lodgement
(a) Access website https://boardroomlimited.my. (b) Login with your User ID and Password given above. (c) Go to “E-PROXY LODGEMENT” and browse the Meeting List for “BIMB HOLDINGS BERHAD VIRTUAL EXTRAORDINARY GENERAL MEETING or BIMB HOLDINGS BERHAD COURT-CONVENED MEETING” and click “APPLY”. (d) Read the terms & conditions and confirm the Declaration. (e) Enter your CDS Account Number and indicate the number of securities. (f) Appoint your proxy(ies) or the Chairman of the EGM/CCM and enter the required particulars for your proxy(ies). (g) Indicate your voting instructions – FOR or AGAINST, otherwise your proxy(ies) will decide your votes. (h) Review and confirm your proxy(ies) appointment. (i) Click submit (k) Download or print the e-Proxy Form acknowledgement.
REVOCATION OF PROXY
If you have submitted your Form(s) of Proxy and subsequently decide to appoint another person or wish to participate in our virtual EGM/CCM yourself, please write in to [email protected] to revoke the earlier appointed proxy 48 hours before the meeting.
REMOTE PARTICIPATION AND ELECTRONIC VOTING (“RPEV”)
1. Please note that this option is available to (i) individual shareholder/warrantholder; (ii) corporate shareholders; (iii) Authorised Nominee; and (iv) Exempt Authorised Nominee.
2. If you choose to participate in the Meeting online, you will be able to view a live webcast of the Meeting, ask questions and submit your votes in real time whilst the Meeting is in progress.
3. Kindly follow the steps below on how to request for login ID and password.
STEP 1 – REGISTER ONLINE WITH BOARDROOM SMART INVESTOR PORTAL (For First Time Registration Only) (Note: if you have already signed up with Boardroom Smart Investor Portal, you are not required to register again. You may proceed to STEP 2. Submit request for Remote Participation user ID and password.)
a. Access website https://boardroomlimited.my b. Click <
STEP 2 – SUBMIT REQUEST FOR REMOTE PARTICIPATION USER ID AND PASSWORD (Note: Registration for remote access will be opened on 10 March 2021.)
Individual Members and/or Warrantholders a. Log in to https://boardroomlimited.my using your user ID and password above. b. Select “VIRTUAL MEETING” from main menu and select the correct Corporate Event “BIMB
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3 HOLDINGS BERHAD VIRTUAL EXTRAORDINARY GENERAL MEETING or BIMB HOLDINGS BERHAD COURT-CONVENED MEETING”. c. Read and agree to the terms & condition. d. Enter your CDS Account Number and thereafter submit your request.
Corporate Shareholders and/or Corporate Warrantholders a. Write in to [email protected] by providing the name of member/warrantholder, CDS Account Number accompanied with the Certificate of Appointment of Corporate Representative or Form of Proxy to submit the request. b. Corporate shareholder and/or Corporate Warrantholders must also provide a copy of Corporate Representative’s MyKad (Front and Back) or Passport in JPEG or PNG format as well as his/her email address.
Authorised Nominee and Exempt Authorised Nominee a. Write in to [email protected] by providing the name of member/warrantholder, CDS Account Number accompanied with the Form of Proxy to submit the request. b. Authorised nominee and exempt authorised nominee must also provide a copy of the Proxy Holder’s MyKad (Front and Back) or Passport in JPEG or PNG format as well as his/her email address.
Thereafter:
You will receive a notification from Boardroom that your request has been received and is being verified. Upon system verification against the EGM and/or CCM’s Record of Depositories, you will receive an email from Boardroom either approving or rejecting your registration for remote participation. You will also receive your remote access user ID and password along with the email from Boardroom if your registration is approved. Please note that the closing time to submit your request is at 10.00 a.m. on 29 March 2021 (EGM) and at 12.30 p.m. on 29 March 2021 (CCM).
STEP 3 – LOGIN TO VIRTUAL MEETING PORTAL (Please note that the quality of the connectivity to Virtual Meeting Portal for live webcast as well as for RPEV is highly dependent on the bandwidth and the stability of the internet connectivity available at the location of the remote users.)
a. The Virtual Meeting Portal will be open for login one (1) hour before the commencement of the EGM at 9.00 a.m. and CCM at 11.30 a.m. on 31 March 2021. b. Follow the steps given to you in the email along with your remote access user ID and password to login to the Virtual Meeting Portal. The meeting platform can be accessed via one (1) of the following method: Launch LUMI AGM Apps by scanning the QR Code provided in the email notification; OR Access to LUMI AGM webportal via website at https://web.lumiagam.com c. The steps will also guide you on how to view live webcast, ask question and vote. d. The live webcast will end and the Messaging window will be disabled the moment the Chairman announces the closure of the EGM/CCM. e. You can then logout from the Virtual Meeting Portal.
PARTICIPATION THROUGH LIVE WEBCAST AND QUESTION AT THE EGM AND/OR CCM
1. Shareholders/warrantholders who participate in the virtual EGM/CCM are able to view the Company’s presentation or slides via the live webcast.
2. All modes of communications are accepted for the purpose of posting questions to the Chairman and the Board of Directors before or during the EGM/CCM. Shareholders/warrantholders are however encouraged to post questions via the online platform during the EGM/CCM.
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4 3. You may email your question in advance in relation to the agenda item for the EGM/CCM to BHB’s Investor Relations at [email protected] commencing from 15 March 2021 and in any event no later than Friday, 26 March 2021 at 10.00 a.m.
4. The Chairman and the Board of Directors will endeavor their best to respond to the questions submitted by the shareholders/warrantholders which are related to the resolutions to be tabled at the EGM/CCM. If there is time constraint, the responses to relevant questions will be published on the Company’s website at the earliest possible, after the EGM/CCM.
VOTING PROCEDURE AT THE EGM AND/OR CCM
1. The voting procedure will be conducted by poll in accordance with Paragraph 8.29A of Bursa Malaysia Securities Berhad Main Market Listing Requirements. The Company has appointed Boardroom as Poll Administrator to conduct the poll by way of electronic voting (e-voting) and SKY Corporate Services Sdn Bhd as the Independent Scrutineers to verify and validate the poll results.
2. At the Meeting, you will be provided a briefing on the e-voting housekeeping rules.
3. For the purposes of this EGM/CCM, e-voting will be carried out via personal smart mobiles, tablets or personal computer/laptops.
4. Shareholders/warrantholders and proxies are required to use one (1) of the following methods to vote remotely:
a. Launch Lumi Apps by scanning the QR code given to you in the email along with your remote participation User ID and Password; OR b. Access to LUMI AGM website at URL https://web.lumiagm.com/
5. You may proceed to cast your votes on each of the proposed resolutions as soon as the Chairman calls for the poll to be opened until such time when the Chairman announces the closure of the poll. You are reminded to cast your votes before the poll is closed.
6. The Independent Scrutineers will verify the poll results reports upon closing of the poll session by the Chairman and the Chairman will declare whether the resolutions put on vote were successfully carried or otherwise.
CIRCULAR TO SHAREHOLDERS AND EXPLANATORY STATEMENT
The Circular to Shareholders and Explanatory Statement in relation to the EGM/CCM as well as the Form of Proxy are available on Bursa Malaysia Berhad’s website at www.bursamalaysia.com under Company Announcements of BIMB Holdings Berhad and also at the Company’s Website at www.bimbholdings.com
NO VOUCHERS/DOOR GIFTS
There will be no voucher(s) or any door gift(s) for shareholders/warrantholders/proxies who participate in the EGM/CCM.
PERSONAL DATA PRIVACY
By registering for the remote participation and electronic voting meeting and/or submitting the instrument appointing a proxy(ies) and/or representative(s), the member/warrantholder of the Company (or their proxies) has consented to the use of such data for purposes of processing and administration by the Company (or its agents); and to comply with any laws, listing rules, regulations and/or guidelines. The member/warrantholder (or their proxies) agrees that he/she will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the shareholder/warrantholder/proxies’ breach of warranty.
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5 ENQUIRY
If you have general administrative enquiries on the EGM/CCM, please contact the following during office hours (8.30 a.m. to 5.30 p.m.):
Boardroom Share Registrars Sdn Bhd Office Helpdesk : 03-7890 4700 Encik Mohamad Azzaharul Azem : 03-7890 4726 Azis Facsimile No. : 03-7890 4670 Email : [email protected] : [email protected]
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BIMBBIMBBIMBBIMB HOLDINGS HOLDINGS HOLDINGSHOLDINGS BERHAD BERHAD BERHADBERHAD (Company(Company(Company(Company(Company No. 199701008362 No. No.No.No. 199701008362 199701008362199701008362199701008362(423858(423858(423858(423858(423858-X)) --X))--X))X)) (Incorporated(Incorporated(Incorporated(Incorporated(Incorporated in Malaysia in ininin Malaysia MalaysiaMalaysiaMalaysia underBIMB BIMBunder underunderunder the HOLDINGS CompaniesHOLDINGS the thethethe Companies CompaniesCompaniesCompanies BERHADAct, BERHAD Act,1965 Act,Act,Act, 1965 196519651965and deemed and andandand deemed deemeddeemeddeemed registered regi regiregiregisteredsteredstered under under underunder (Company(Companythe Companiesthethethethe No. CompaniesNo. CompaniesCompaniesCompanies 199701008362 199701008362 Act, Act, 2016) Act,Act,Act, 2016) 2016)2016)2016)(423858(423858-X))-X)) (Incorporated(Incorporated in in Malaysia Malaysia under under the the Companies Companies Act, Act, 1965 1965 and and deemed deemed regi registeredstered under under CIRCULAR TO SHAREHOLDERS AND CIRCULARCIRCULARCIRCULARCIRCULARthe theTO Companies SHAREHOLDERSCompanies TO TOTO SHAREHOLDERS SHAREHOLDERSSHAREHOLDERS Act, Act, 2016) 2016)AND ANDANDAND EXPLANATORY STATEMENT TO THE HOLDERS OF OUTSTANDING WARRANTS 2013/2023 OF BIMB HOLDINGS BERHAD (“BHB”) (“WARRANTS”) EXPLANATORYEXPLANATORYEXPLANATORYEXPLANATORY STATEMENT STATEMENT STATEMENTSTATEMENT TO THE TO TOTO THEHOLDERS THETHEHOLDERSHOLDERSHOLDERS OF OUTSTANDING OF OFOF OUTSTANDING OUTSTANDINGOUTSTANDING WARRANTS WARRANTS WARRANTSWARRANTS 2013/2023 2013/2023 2013/20232013/2023 OF BIMB OF OFOF BIMB BIMBHOLDINGSBIMB HOLDINGS HOLDINGSHOLDINGS BERHAD BERHAD BERHADBERHAD (“BHB”) (“BHB”) (“BHB”)(“BHB”) (“WARRANTS”) (“WARRANTS”) (“WARRANTS”)(“WARRANTS”) (“WARRANTHOLDERS”) PURSUANT TO SECTION 369 OF THE COMPANIES ACT, 2016 (“ACT”) (“WARRANTHOLDERS(“(“(“(“WARRANTHOLDERSWARRANTHOLDERSWARRANTHOLDERS”) PURSUANT”)”)”)”)PURSUANTPURSUANTPURSUANTCIRCULARCIRCULAR TO SECTION TO TOTO TO SECTION TOSECTIONSECTION SHAREHOLDERS SHAREHOLDERS 369 OF 369 369369 THE OF OFOF COMPANIESTHE THETHEAND COMPANIESAND COMPANIESCOMPANIES ACT, ACT, ACT,2016ACT, 2016 ( 20162016“ACT”)((“ACT”)((“ACT”)“ACT”)“ACT”) IN RELATION TO THE EXPLANATORYEXPLANATORY STATEMENT STATEMENT TO TO THE THEHOLDERSHOLDERS OF OF OUTSTANDING OUTSTANDINGIN RELATIONININININ RELATION RELATIONRELATIONRELATION WARRANTS WARRANTS TO THE TO TOTOTO THE THETHETHE2013/2023 2013/2023 OF OF BIMB BIMB HOLDINGS HOLDINGS BERHAD BERHAD (“BHB”) (“BHB”) (“WARRANTS”) (“WARRANTS”) (“(“WARRANTHOLDERSWARRANTHOLDERS”)”)PURSUANTPURSUANT TO TO SECTION SECTION 369 369 OF OF THE THE COMPANIES COMPANIES ACT, ACT, 2016 2016(“ACT”)(“ACT”) (I) PROPOSED PLACEMENT OF NEW ORDINARY SHARES IN BHB (“BHB SHARES”) TO RAISE GROSS PROCEEDS OF UP TO RM800.0 MILLION (I) (I)(I)(I)(I) PROPOSEDPROPOSEDPROPOSEDPROPOSED PLACEMENT PLACEMENT PLACEMENTPLACEMENT OF NEW OF OFOF NEW NEWORDINARYNEW ORDINARY ORDINARYORDINARY SHARES SHARES SHARESSHARES IN BHBIN IN IN INRELATION RELATIONBHB (“BHBBHBBHB (“BHB (“BHB(“BHB SHARES”) TO TO SHARES”) SHARES”)THESHARES”) THE TO RAISE TO TOTO RAISE RAISERAISE GROSS GROSS GROSSGROSS PROCEEDS PROCEEDS PROCEEDSPROCEEDS OF UP OF OFOF TO UP UPUP RM800.0 TO TOTO RM800.0 RM800.0RM800.0 MILLION MILLION MILLIONMILLION (“PROPOSED PLACEMENT”); (“PROPOSED(“PROPOSED(“PROPOSED(“PROPOSED(“PROPOSED PLACEMENT”); PLACEMENT”); PLACEMENT”);PLACEMENT”);PLACEMENT”); (I)(I) PROPOSEDPROPOSED PLACEMENT PLACEMENT OF OF NEW NEW ORDINARY ORDINARY SHARES SHARES IN IN BHB BHB (“BHB (“BHB SHARES”) SHARES”) TO TO RAISE RAISE GROSS GROSS PROCEEDS PROCEEDS OF OF UP UP TO TO RM800.0 RM800.0 MILLION MILLION (II)(II) PROPOSED PAYMENT TO THE WARRANTHOLDERS BY WAY OF A SCHEME OF ARRANGEMENT UNDER SECTION 366 OF THE ACT (“PROPOSED(“PROPOSED (II) (II)(II) PROPOSEDPROPOSEDPROPOSED(“PROPOSEDPAYMENTPAYMENTPAYMENT PLACEMENT”); TO THE TO TO WARRANTTHE THE WARRANT WARRANTHOLDERSHOLDERSHOLDERS BY WAY BY BY WAY OFWAY A OF SCHEMEOF A A SCHEME SCHEME OF ARRANGEMENT OF OF ARRANGEMENT ARRANGEMENT UNDER UNDER UNDER SECTION SECTION SECTION 366 O 366 366F THE O OFF ACTTHE THE (“PROPOSEDACT ACT(“PROPOSED(“PROPOSED (“PROPOSEDSOA”); PLACEMENT”); SOA”);SOA”);SOA”);SOA”); (II)(II) PROPOSEDPROPOSEDPAYMENTPAYMENT TO TO THE THE WARRANT WARRANTHOLDERSHOLDERS BY BY WAY WAY OF OF A A SCHEME SCHEME OF OF ARRANGEMENT ARRANGEMENT UNDER UNDER SECTION SECTION 366 366 O OFF THE THE ACT ACT(“PROPOSED(“PROPOSED (III)(III) PROPOSED INTERNAL REORGANISATION OF BHB AND ITS SUBSIDIARIES INVOLVING THE DISPOSAL BY BHB OF ITS ENTIRE (III) (III)(III) PROPOSEDPROPOSEDPROPOSEDSOA”); INTERNAL INTERNALINTERNAL REORGANISATION REORGANISATIONREORGANISATION OF BHBOFOF BHBBHBAND ANDANDITS ITSSUBSIDIARIESITS SUBSIDIARIESSUBSIDIARIES INVOLVING INVOLVINGINVOLVING THE THETHEDISPOSAL DISPOSALDISPOSAL BY BHBBYBY BHBBHBOF ITSOFOF ITSENTIREITS ENTIREENTIRE SOA”);SHAREHOLDINGS IN BIMB SECURITIES (HOLDINGS) SDN. BHD., BIMB SECURITIES SDN. BHD. AND SYARIKAT AL-IJARAH SDN. BHD. TO ITS SHAREHOLDINGSSHAREHOLDINGSSHAREHOLDINGSSHAREHOLDINGS IN BIMB IN ININ BIMB BIMBBIMBSECURITIES SECURITIES SECURITIESSECURITIES (HOLDINGS) (HOLDINGS) (HOLDINGS)(HOLDINGS) SDN. SDN. SDN.BHD.,SDN. BHD., BHD., BHD.,BIMB BIMB BIMBBIMBSECURITIES SECURITIES SECURITIESSECURITIES SDN. SDN. SDN.BHD.SDN. BHD. BHD.ANDBHD. AND SYARIKATANDAND SYARIKAT SYARIKATSYARIKAT AL-IJARAH AL ALAL--IJARAH--IJARAHIJARAHIJARAH SDN. SDN. SDN.BHD.SDN.SDN. BHD. BHD.BHD.TOBHD. ITS TO TOTOTO ITS ITSITSITS WHOLLY-OWNED SUBSIDIARY, BANK ISLAM MALAYSIA BERHAD (“BANK ISLAM”) TO BE FULLY SETTLED IN CASH (“PROPOSED INTERNAL (III)(III) WHOLLYWHPROPOSEDWHWHPROPOSEDOLLYOLLY-OLLYOWNED--OWNED--OWNEDOWNED INTERNALSUBSIDIARY,INTERNAL SUBSIDIARY, SUBSIDIARY,SUBSIDIARY, REORGANISATIONREORGANISATION BANK BANK BANKBANK ISLAM ISLAM ISLAMISLAM MALAYSIA MALAYSIA OF MALAYSIAMALAYSIAOF BHBBHB BERHAD AND BERHAD AND BERHADBERHAD (“BANK ITSITS (“BANK SUBSIDIARIES(“BANK(“BANKSUBSIDIARIES ISLAM”) ISLAM”) ISLAM”)ISLAM”) TO BE INVOLVINGTO TOINVOLVINGTO FULLY BE BEBE FULLY FULLYFULLY SETTLED THE THESETTLED SETTLEDSETTLED DISPOSAL INDISPOSAL CASH IN ININ CASH CASHCASH (“PROPOSED BYBY (“PROPOSED (“PROPOSED(“PROPOSED BHBBHB OF OFINTERNAL ITSITS INTERNAL INTERNALINTERNAL ENTIREENTIRE REORGANISATION”); REORGANISATION”);REORGANISATION”);SHAREHOLDINGSREORGANISATION”);REORGANISATION”);SHAREHOLDINGS IN IN BIMB BIMB SECURITIES SECURITIES (HOLDINGS) (HOLDINGS) SDN. SDN. BHD., BHD., BIMB BIMB SECURITIES SECURITIES SDN. SDN. BHD. BHD. AND AND SYARIKAT SYARIKAT AL AL-IJARAH-IJARAH SDN. SDN. BHD. BHD. TO TO ITS ITS WHWHOLLYOLLY-OWNED-OWNED SUBSIDIARY, SUBSIDIARY, BANK BANK ISLAM ISLAM MALAYSIA MALAYSIA BERHAD BERHAD (“BANK (“BANK ISLAM”) ISLAM”) TO TO BE BE FULLY FULLY SETTLED SETTLED IN IN CASH CASH (“PROPOSED (“PROPOSED INTERNAL INTERNAL (IV)(IV) PROPOSED DISTRIBUTION OF THE ENTIRE SHAREHOLDINGS OF BHB IN BANK ISLAM AND SYARIKAT TAKAFUL MALAYSIA KELUARGA (IV) (IV)(IV) PROPOSEDPROPOSEDPROPOSEDREORGANISATION”);DISTRIBUTIONDISTRIBUTIONDISTRIBUTION OF THE OFOF THEENTIRETHE ENTIREENTIRE SHAREHOLDINGS SHAREHOLDINGSSHAREHOLDINGS OF BHB OFOF BHBBHBIN BANK ININ BANKBANK ISLAM ISLAMISLAM AND ANDANDSYARIKAT SYARIKATSYARIKAT TAKAFUL TAKAFULTAKAFUL MALAYSIA MALAYSIAMALAYSIA KELUARGA KELUARGAKELUARGA REORGANISATION”);BERHAD (“STMKB”) BY WAY OF DISTRIBUTION-IN-SPECIE VIA A REDUCTION AND REPAYMENT OF THE ENTIRE SHARE CAPITAL OF BHB IN BERHADBERHADBERHADBERHAD (“STMKB” (“STMKB” (“STMKB”(“STMKB”) BY )WAY) ))BY BYBYBY WAY WAYOFWAYWAY DISTRIBUTION OF OFOFOF DISTRIBUTION DISTRIBUTIONDISTRIBUTIONDISTRIBUTION-IN-SPECIE--IN--INININ--SPECIE--SPECIESPECIE VIA AVIA VIA VIAREDUCTION A AA REDUCTION REDUCTIONREDUCTION AND ANDREPAYMENT ANDAND REPAYMENT REPAYMENTREPAYMENT OF THE OF OFOF THE ENTIRE THETHE ENTIRE ENTIREENTIRE SHARE SHARE SHARESHARE CAPITAL CAPITAL CAPITALCAPITAL OF BHB OF OFOF BHB INBHBBHB IN ININ ACCORDANCE WITH SECTION 115 AND SECTION 116 OF THE ACT AS WELL AS USING THE RETAINED EARNINGS OF BHB (“PROPOSED (IV)(IV) ACCORDANCEACCORDANCEPROPOSEDACCORDANCEACCORDANCEPROPOSED WITHDISTRIBUTIONDISTRIBUTION WITH WITHWITHSECTION SECTION SECTIONSECTION 115 OF OF AND 115THE 115115THE AND SECTIONANDENTIRE ANDENTIRE SECTION SECTIONSECTION SHAREHOLDINGS SHAREHOLDINGS116 OF 116 116116 THE OF OFOF THE ACTTHETHE OFACT ASACTACTOF BHB WELL BHBAS ASAS WELLIN WELL WELLINAS BANK BANK USING AS ASAS ISLAM USING USINGISLAMUSING THE AND THE RETAINEDTHEANDTHE RETAINEDSYARIKAT RETAINEDRETAINEDSYARIKAT EARNINGS EARNINGSTAKAFUL EARNINGSEARNINGSTAKAFUL OF BHBMALAYSIA OFMALAYSIA OFOF BHB (“PROPOSEDBHBBHB (“PROPOSED (“PROPOSED (“PROPOSEDKELUARGA KELUARGA DISTRIBUTION AND CAPITAL REPAYMENT”); AND DISTRIBUTIONDISTRIBUTIONBERHADDISTRIBUTIONDISTRIBUTIONBERHAD (“STMKB” AND(“STMKB” AND CAPITAL ANDAND) CAPITAL )BYCAPITAL CAPITALBY WAY REPAYMENT”)WAY REPAYMENT”)OF REPAYMENT”)REPAYMENT”)OF DISTRIBUTION DISTRIBUTION; AND;; ;;AND ANDANDAND-IN-IN-SPECIE-SPECIE VIA VIA A A REDUCTION REDUCTION AND AND REPAYMENT REPAYMENT OF OF THE THE ENTIRE ENTIRE SHARE SHARE CAPITAL CAPITAL OF OF BHB BHB IN IN ACCORDANCEACCORDANCE WITH WITH SECTION SECTION 115 115 AND AND SECTION SECTION 116 116 OF OF THE THE ACT ACT AS AS WELL WELL AS AS USING USING THE THE RETAINED RETAINED EARNINGS EARNINGS OF OF BHB BHB (“PROPOSED (“PROPOSED (V)(V) PROPOSED TRANSFER OF THE LISTING STATUS OF BHB ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD (“BURSA (V) (V)(V) PROPOSEDPROPOSEDPROPOSEDDISTRIBUTIONTRANSFERTRANSFERTRANSFER AND OF CAPITAL THE OFOF THELISTINGTHE REPAYMENT”) LISTINGLISTING STATUS STATUSSTATUS; ANDOF BHB OFOF BHBBHBON THE ONON THEMAINTHE MAIN MAINMARKET MARKETMARKET OF BURSA OFOF BURSABURSA MALAYSIA MALAYSIAMALAYSIA SECURITIES SECURITIESSECURITIES BERHAD BERHADBERHAD (“BURSA (“BURSA(“BURSA DISTRIBUTIONSECURITIES”) ANDTO BANKCAPITAL ISLAM REPAYMENT”) AFTER THE; AND COMPLETION OF THE PROPOSED DISTRIBUTION AND CAPITAL REPAYMENT (“PROPOSED SECURITIESSECURITIESSECURITIESSECURITIES”) TO”)”)”)”) BANK TO TOTOTOBANKBANKBANK ISLAM ISLAM ISLAMISLAM AFTER AFTER AFTERAFTER THE THECOMPLETIONTHETHE COMPLETION COMPLETIONCOMPLETION OF THE OF OFOF THEPROPOSEDTHETHE PROPOSED PROPOSEDPROPOSED DISTRIBUTION DISTRIBUTION DISTRIBUTIONDISTRIBUTION AND AND ANDCAPITALAND CAPITAL CAPITALCAPITAL REPAYMENT REPAYMENT REPAYMENTREPAYMENT (“PROPOSED (“PROPOSED (“PROPOSED(“PROPOSED TRANSFER OF LISTING”) (V)(V) TRANSFERTRANSFERPROPOSEDTRANSFERTRANSFERPROPOSED OF LISTING”) OF OFTRANSFEROFTRANSFER LISTING”) LISTING”)LISTING”) OF OF THE THE LISTING LISTING STATUS STATUS OF OF BHB BHB ON ON THE THE MAIN MAIN MARKET MARKET OF OF BURSA BURSA MALAYSIA MALAYSIA SECURITIES SECURITIES BERHAD BERHAD (“BURSA (“BURSA SECURITIESSECURITIES”)”) TO TOBANKBANK ISLAM ISLAM AFTER AFTER THE THE COMPLETION COMPLETION OF OF THE THE PROPOSED PROPOSED DISTRIBUTION DISTRIBUTION AND AND CAPITAL CAPITAL REPAYMENT REPAYMENT (“PROPOSED (“PROPOSED AND TRANSFERTRANSFER OF OF LISTING”) LISTING”) AND ANDAND NOTICE OF EXTRAORDINARY GENERAL MEETING (“EGM”)(“EGM”) AND NOTICE OF COURT--CONVENED MEETING (“CCM”)(“CCM”) NOTICENOTICENOTICE OF EXTRAORDINARY OF OFEXTRAORDINARYEXTRAORDINARY GENERAL GENERAL GENERAL MEETING MEETING MEETING (“EGM”) (“EGM”) (“EGM”) ANDAND AND NOTICEANDNOTICENOTICE OF COURT OF OF COURT COURT-CONVENED--CONVENEDCONVENED MEETING MEETING MEETING(“CCM”)(“CCM”)(“CCM”) Principal Adviser NOTICENOTICE OF OFEXTRAORDINARYEXTRAORDINARY GENERAL GENERAL MEETING MEETINGPrincipalPrincipalPrincipalPrincipal (“EGM”) (“EGM”) Adviser Adviser Adviser AdviserAND ANDNOTICENOTICE OF OF COURT COURT-CONVENED-CONVENED MEETING MEETING(“CCM”)(“CCM”)
PrincipalPrincipal Adviser Adviser
The Notice of EGM and Notice of CCM of BHB together with the relevant form of proxies are enclosed in this Circular and Explanatory Statement. The NoticeTheTheThe Notice NoticeNotice of EGM of ofof EGM andEGMEGM Noticeandandand Notice Notice Noticeof CCM of ofof CCM ofCCMCCM BHBofofof BHB together BHBBHBtogethertogethertogethertogether with thewith withwithwithrelevant the thethetherelevantrelevantrelevantrelevantform foformffformorm prox of ofofies p pproxroxroxroxareiesiesiesies enclosedareareare enclosed enclosedenclosed in this in in inCircular this thisthis Circular CircularCircularand Explanatoryandandand Explanatory ExplanatoryExplanatory Statement Statement StatementStatement. .... Date and time of the EGM :: Wednesday, 31 March 2021 at 10.00.00 a.m.a.m. DateThe TheDateanDate Noticed Noticetime an andd oftime timeof theEGM EGM of ofEGM the theandand EGM EGM Notice Notice :of of CCM CCMWednesday,:: ofWednesday,ofWednesday, BHB BHBtogether 31together March 31 31 withMarch Marchwith2021 the the 2021at2021relevantrelevant 10 .00at at 10 10a.m.form.00f.00orm a.m. ofa.m. of p roxproxiesiesareare enclosed enclosed in in this this Circular Circularandand Explanatory Explanatory Statement Statement. . Date and time of the CCM of : Wednesday, 31 March 2021 at 12.30 p.m. Date DateandDateDate timean and andanandd d time timeof timetime the of ofof oftheCCM the thethe EGM EGM CCM CCMofCCM of :ofof Wednesday,:::: Wednesday,Wednesday,Wednesday, 31 March 31 313131 March MarchMarchMarch2021 2021at20212021202112 .30at atatat 1012 1212p10.m..00.30.30.30.30.00 pa.m. pp.m.a.m..m..m..m. the Warrantholders the Wthethearrantholdersthethe W WWarrantholdersarrantholdersarrantholders DateDate and and time time of of the the CCM CCM of of : : Wednesday,Wednesday, 31 31 March March20212021 at at1212.30.30 p .m.p.m. Venue of the EGM and CCM : To be held fully virtual at the broadcast venue at Level 31, Menara Bank Islam, 22 Jalan Perak, 50450, Kuala Lumpur VenueVenuetheVenueVenuetheof W theWarrantholdersofarrantholders ofofEGM the thethe EGM andEGMEGM CCM and andand CCM CCMCCM: To:::: beTo ToToheld be bebe fullyheld heldheld virtualfully fullyfully virtual virtual virtualat the at atatbroadcast the thethe broadcast broadcastbroadcast venue venue venue venueat Level at atat Level Level31Level, Menara 31 3131, ,,,Menara MenaraMenaraMenara Bank Bank BankIslBankBankam, Isl Isl IslIsl22am,am,am, Jalan 22 2222 Jalan JalanPerak,Jalan Perak, Perak,Perak, 50450, 50450, 50450,50450, Kuala Kuala KualaKualaLumpur Lumpur LumpurLumpur on 31 March 2021 at 10.00 a.m. (for EGM) and 12.30 p.m. (for CCM) on 31on ononMarch313131 March MarchMarch2021 2021at20212021 10 .00at atat 10 1010a.m..00.00.00.00 (fora.m. a.m.a.m.a.m. EGM)(for(for(for(for EGM) EGM)EGM)EGM)and 12 and andandand.30 12 1212p.m..30.30.30.30 (forp pp.m..m..m..m. CCM)(for(for(for(for CCM) CCM)CCM)CCM) VenueVenueofof the the EGM EGM and and CCM CCM : : ToTo be be held held fully fully virtual virtual at at the the broadcast broadcast venue venue at at Level Level 31 31, ,Menara Menara Bank Bank Isl Islam,am, 22 22 Jalan Jalan Perak, Perak, 50450, 50450, Kuala Kuala Lumpur Lumpur Last day and time for lodging : Monday, 29 March 2021 at 10.00 a.m. Last LastdayLastLast and day dayday time and andand time fortimetime lodging for forfor lodging lodginglodging : Monday,:::: Monday,onMonday,Monday,on31 2931 March MarchMarch 29 2929 March March2021 March20212021 at 2021 at 2021at2021 10 1010.00 .00at .00 atat 10 a.m. 10 10a.m.a.m..00.00.00.00(for a.m. (for a.m.a.m.a.m. EGM) EGM) and and 12 12.30.30 p .m.p.m.(for(for CCM) CCM) the Form of Proxy for the EGM the Formthethethethe Form FormofFormForm Proxy of ofofof Proxy ProxyProxyProxyfor theforforfor forEGM the thethethe EGM EGMEGMEGM LastLast day day and and time time for for lodging lodging : : Monday,Monday, 29 29 March March 2021 2021 at at 10 10.00.00 a.m. a.m. Last day and time for lodging : Monday, 29 March 2021 at 12.30 p.m. Last LastthedayLastLastthe Form and Formday dayday time ofand andandof Proxy Proxy time fortimetime lodgingfor for forfor the the lodging lodginglodging EGM EGM: Monday,:::: Monday,Monday,Monday, 29 March 29 2929 March March March2021 2021 at20212021 12 .30at atat 12 1212p.m..30.30.30.30 p pp.m..m..m..m. the Form of Proxy for the CCM the Formthethethethe Form FormofFormForm Proxy of ofofof Proxy ProxyProxyProxyfor the for forfor forCCM the thethethe CCM CCMCCMCCM LastLast day day and and time time for for lodging lodging : : Monday,Monday, 29 29 March March 2021 2021 at at 12 12.30.30 p .m.p.m. If you are unable to attend and vote at the EGM and/or CCM, you may appoint a proxy or proxies to attend and vote on your behalf at the EGM and/or CCM. If you wish If youIf IfareIf Iftheyou youyoutheyou unable Formare areFormareare unable unable unableunableof to of Proxy attend Proxy to tototo attend for attendattend attend andfor the the vote and andCCMandand CCM atvote votevotevote the at atEGMatat the thethethe EGM and EGMEGMEGM/or and andandandCCM,/or/or/or/orCCM, CCM,CCM,you may you youyou appointmay maymay appoint appointappoint a proxy a aa proxy proxyorproxy proxies or oror proxies proxiesproxies to attend to toto attend attendattend and vote and andand onvote votevote your on onon behalfyour youryour behalf behalf behalfat the at atEGMat the thethe EGM and/orEGMEGMand/orand/orand/or CCM CCM. CCMCCMIf you. ..If. IfwishIf Ifyou youyouyou wish wishwishwish to do so, the instrument appointing a proxy (“Proxy Form”) for the EGM and CCM must be deposited at the Registrar’s office in the following manner: to do toso,tototo do do dodothe so, so,so,so, instrument t hettthehe instrument instrumentinstrument appointing appointing appointingappointing a proxy a aa pr pr(“proxyProxyoxyoxy (“ (“(“ProxyProxy ProxyForm Form ”) FormForm for ”)the”)”)”) for forforfor EGM the thethethe EGM and EGMEGMEGM CCM and andandand CCM must CCMCCMCCM must be mustmustmust deposited be bebebe deposited depositeddepositeddeposited at the at atatRegistrar’sat the thethethe Registrar’s Registrar’sRegistrar’sRegistrar’s office office officeinofficeoffice the in infollowinginin the thethethe following followingfollowingfollowing manner: manner: manner:manner:manner: If Ifyou you are are unable unable to to attend attend and and vote vote at at the the EGM EGM and and/or/orCCM,CCM, you you may may appoint appoint a aproxy proxy or or proxies proxies to to attend attend and and vote vote on on your your behalf behalf at at the the EGM EGMand/orand/or CCM CCM. If. Ifyou you wish wish a) bya)a) electronicbyby electronicelectronic means meansmeans through throughthrough the Boardroom thethe BoardroomBoardroom Smart Smart SmartInvestor InvestorInvestor Portal Portal Portalat https://boardroomlimited.my atat https://boardroomlimited.myhttps://boardroomlimited.my by logging byby logginglogging in and in inselect andand select select“E-PROXY “E“E---PROXYPROXY LODGEMENT”; LODGEMENT”;LODGEMENT”; or oror a)toto do doby so, so,electronic the the instrument instrument means appointing throughappointing the a aprBoardroom proxyoxy (“ (“ProxyProxy Smart Form Form Investor”)”) for for the thePortal EGM EGM at and https://boardroomlimited.myand CCM CCM must must be be deposited depositedthth atby at the loggingthe Registrar’s Registrar’s in and officeselect office in “Ein the -thePROXY following following LODGEMENT”; manner: manner: or b) by hand or post to Boardroom Share Registrar Sdn Bhd (“Boardroom” or “Registrar”)th at 11thth Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen b) byb)b)b) handbybyby h orhhandandand post or oror topost postpost Boardroom to toto Boardroom BoardroomBoardroom Share Share Share ShareRegistrar Registrar RegistrarRegistrar Sdn BhdSdn SdnSdn (“Bhd BhdBoardroomBhd (“ (“(“(“BoardroomBoardroomBoardroom” or “Registrar”” ””or ororor “ Registrar“““RegistrarRegistrar”) at 11”)”)”)”) at atatFloor, 11 1111 Floor, Floor,Floor,Menara Menara MenaraMenara Symphony, Symphony, Symphony,Symphony, No. 5, No. No. No.Jalan 5, 5,5, Jalan JalanProf.Jalan Prof. Khoo Prof.Prof. Khoo KayKhooKhoo Kim, Kay KayKay SeksyenKim, Kim,Kim, Seksyen SeksyenSeksyen 13, 46200 Petaling Jaya, Selangor, Malaysia not less than forty-eight (48) hours before the time stipulated for the EGM and CCM or any adjournment thereof should 13,a)a) 46200by13,13,13,by electronic 46200 electronic4620046200 Petaling Petaling PetalingPetaling means Jaya, means Jaya, Jaya,Selangor, Jaya,through through Selangor, Selangor,Selangor, the Malaysiathe Boardroom Boardroom Malaysia MalaysiaMalaysia not less Smartnot notnotSmart than less lessless Investor Investorfortythan thanthan- fortyeight fortyforty Portal Portal- -eight-(48)-eighteight at athours (48) https://boardroomlimited.my (48)(48) https://boardroomlimited.my hours hourshoursbefore before beforebefore the time the thethe stipulattime timetime stipulat stipulatstipulated by by for logging logginged ededthe for forfor EGM the in the thein and EGM and EGMEGM select selectCCM and andand “ECCM orCCMCCM“E- anyPROXY-PROXY or or oradjournment any anyany LODGEMENT”; adjournment LODGEMENT”;adjournmentadjournment thereof thereof thereofthereof shouldor or should shouldshould you be unable to attend the EGM and/or CCM. thth youb)b) bebyyouyouyouyouby unable h andbeh bebebeand unable unableunableorunable toor post attendpost to tototo toattend attendattend Boardroomattendthe Boardroom EGM the thethethe EGM and/orEGMEGMEGM Share Share and/or and/orand/or and/orCCM. Registrar Registrar CCM. CCM.CCM.CCM. Sdn Sdn Bhd Bhd (“ (“BoardroomBoardroom” or” or “ Registrar“Registrar”)”) at at 11 11 Floor,Floor, Menara Menara Symphony, Symphony, No. No. 5, 5, Jalan Jalan Prof. Prof. Khoo Khoo Kay Kay Kim, Kim, Seksyen Seksyen 13,13, 46200 46200 Petaling Petaling Jaya, Jaya, Selangor, Selangor, Malaysia Malaysia not not less less than than forty forty-eight-eight (48) (48) hours hours before before the the time time stipulat stipulateded for for the the EGM EGM and and CCM CCM or or any any adjournment adjournment thereof thereof should should The lodging of a completed Proxy Form does not preclude you from attending and voting should you decided to do so. If the Member/Warrantholder/Warrantholder subsequentlsubsequentlyy The lodgingTheThe lodginglodgingyou of bea completed ofunableof aa completedcompleted to attendProxy Proxy ProxytheForm EGM FormFormdoes and/or doesnotdoes preclude CCM. notnot precludepreclude you from youyou fromattendingfrom attendingattending and voting andand votingvoting should shouldshould you decided youyou decideddecided to do totoso. dodo If so.so.the IfIfMem thethe berMemMem/Warrantholderberber/Warrantholder/Warrantholdersubsequentlsubsequentlsubsequently yy decidedyou be to unableattend theto attend EGM theand/or EGM CCM, and/or you CCM. are requested to revoke the earlier appointment of proxy by notifying Boardroom in writing, no later than 10.00 a.m. for decideddecideddecideddecided to attend to toto attend attendattend the EGM the thethe EGM and/orEGMEGM and/or and/orand/or CCM, CCM, CCM,CCM,you are you youyou requested are areare requested requestedrequested to revoke to toto revoke revokerevoke the earlier the thethe earlier earlierearlier appointment appointment appointmentappointment of proxy of ofof proxy proxyproxyby notifying by byby notifying notifyingnotifying Boardroom Boardroom BoardroomBoardroom in writing, in inin writing, writing,writing, no later no nono thanlater laterlater than10.00 thanthan 10.00 10.00a.m.10.00 fora.m. a.m.a.m. for forfor the EGM and 12.30 p.m. for the CCM on Monday, 29 March 2021. the EGMtheThethethetheThe EGM andEGMlodgingEGM lodging 12.30 and andand of 12.30 of 12.30p.m.12.30a acompleted completed forp.m. p.m.p.m. the for forfor CCM the Proxy thethetheProxy CCM onCCMCCM Form Monday,Form on onon Monday, does Monday,Monday,does 29 not notMarch 29 preclude 29 29preclude March March March2021. 2021.you 2021.2021.you from from attending attending and and voting voting should should you you decided decided to to do do so. so. If Ifthe the Mem Memberber/Warrantholder/Warrantholdersubsequentlsubsequentlyy decideddecided to to attend attend the the EGM EGM and/or and/or CCM, CCM, you you are are requested requested to to revoke revoke the the earlier earlier appointment appointment of of proxy proxy by by notifying notifying Boardroom Boardroom in in writing, writing, no no later later than than 10.00 10.00 a.m. a.m. for for thethe EGM EGM and and 12.30 12.30 p.m. p.m. for for the the CCM CCM on on Monday, Monday, 29 29This March March Circular 2021. 2021. and Explanatory Statement dated 8 March 2021 This CircularThisThisThis Circular CircularCircular and Explanatory and andandExplanatoryExplanatoryExplanatoryStatementStatementStatementStatementdateddated dateddated8 March 8 88MarchMarchMarch2021202202202111
ThisThis Circular Circular and andExplanatoryExplanatoryStatementStatementdateddated 8 8MarchMarch20220211 DEFINITIONS
Except where the context otherwise requires, the following definitions shall apply throughout this Circular & Explanatory Statement:
Act : Companies Act, 2016
ASB : Skim Amanah Saham Bumiputera
Bank Islam : Bank Islam Malaysia Berhad, a wholly-owned subsidiary of BHB
Bank Islam Group : Collectively, Bank Islam and its subsidiaries
Bank Islam Share(s) : Ordinary shares in Bank Islam prior to the Proposed Consolidation
BHB or Company : BIMB Holdings Berhad
BHB Group : Collectively, BHB and its subsidiaries
BHB Share(s) : Ordinary shares in BHB
BHB Sukuk : 10-year Islamic securities based on the principle of Murabahah issued by BHB on 12 December 2013 which is held entirely by LTH
BIMB Sec : BIMB Securities Sdn. Bhd., a subsidiary of BIMB Sec Holdings and BHB
BIMB Sec Holdings : BIMB Securities (Holdings) Sdn. Bhd., a wholly-owned subsidiary of BHB
BNM : Bank Negara Malaysia
Board : Board of Directors of BHB
Bursa Depository : Bursa Malaysia Depository Sdn. Bhd.
Bursa Securities : Bursa Malaysia Securities Berhad
CCM : Court-convened meeting
Circular & Explanatory : This Circular to the shareholders of our Company and Explanatory Statement Statement to the Warrantholders dated 8 March 2021
Consolidated Bank : Consolidated Bank Islam Shares after the Proposed Consolidation Islam Share(s)
Deed Poll : Deed poll dated 25 October 2013 constituting the Warrants
Distribution Entitled : Our Shareholders whose names appear on the Record of Depositors of Shareholders our Company on the Distribution Entitlement Date in order to be entitled to the Proposed Distribution and Capital Repayment
Distribution : A date to be determined by the Board and announced by BHB on which Entitlement Date the names of our Shareholders must appear on the Record of Depositors of our Company as at 5.00 p.m. in order to be entitled to the Proposed Distribution and Capital Repayment
EGM : Extraordinary general meeting
EPF : Employees Provident Fund Board
EPS : Earnings per share
FYE : Financial year ended
i i DEFINITIONS (Cont’d)
Identified Subsidiaries : Collectively, BIMB Sec Holdings, BIMB Sec and SASB
IFSA : Islamic Financial Services Act, 2013
Intended Gross : Gross proceeds of up to RM800.0 million intended to be raised pursuant Proceeds to the Proposed Placement
Issue Price(s) : The issue price(s) of the Placement Shares
KWAP : Kumpulan Wang Persaraan (Diperbadankan)
Listing Requirements : Main Market Listing Requirements of Bursa Securities
LTH : Lembaga Tabung Haji
LPD : 8 February 2021, being the latest practicable date prior to the date of this Circular & Explanatory Statement
Major Shareholder : A person who has an interest or interests in one or more voting shares in a corporation and the number or aggregate number of those shares, is:
(a) 10% or more of the total number of voting shares in the corporation; or
(b) 5% or more of the total number of voting shares in the corporation where such person is the largest shareholder of the corporation.
For the purpose of this definition, “interest in shares” shall have the meaning given to it in Section 8 of the Act
Maybank IB : Maybank Investment Bank Berhad
NA : Net assets
Placement Shares : New BHB Shares to be issued pursuant to the Proposed Placement
PNB : Permodalan Nasional Berhad
Placement Price-Fixing : The date(s) on which the Issue Price(s) will be fixed and announced by the Date(s) Board
Proposals : Collectively, the Proposed Placement, Proposed SOA, Proposed Internal Reorganisation, Proposed Distribution and Capital Repayment, and Proposed Transfer of Listing
Proposed : Proposed consolidation of Bank Islam Shares to match the number of Consolidation Bank Islam Shares in issue with the number of BHB Shares in issue based on a consolidation ratio to be determined later by the board of directors of Bank Islam before the implementation of the Proposed Distribution and Capital Repayment
Proposed Disposals : Collectively, the Proposed Disposal of BIMB Sec, Proposed Disposal of BIMB Sec Holdings and Proposed Disposal of SASB
Proposed Disposal of : Proposed disposal of our Company’s entire 49.0% direct equity interest in BIMB Sec BIMB Sec, a 51.0%-owned subsidiary of BIMB Sec Holdings, to Bank Islam for a cash consideration equivalent to the latest audited carrying amount of our Company’s investment in BIMB Sec at the time of signing of the SSA
ii ii DEFINITIONS (Cont’d)
Proposed Disposal of : Proposed disposal of our Company’s 100.0% interest in BIMB Sec BIMB Sec Holdings Holdings to Bank Islam for a cash consideration equivalent to the latest audited carrying amount of our Company’s investment in BIMB Sec Holdings at the time of signing of the SSA
Proposed Disposal of : Proposed disposal of our Company’s 100.0% equity interest in SASB to SASB Bank Islam for a cash consideration equivalent to the latest audited carrying amount of our Company’s investment in SASB at the time of signing of the SSA
Proposed Distribution : Proposed distribution of our Company’s entire shareholdings in Bank Islam and Capital and STMKB respectively to our Shareholders via a reduction of the entire Repayment share capital of BHB in accordance with Section 115 and Section 116 of the Act as well as using the retained earnings of BHB
Proposed Internal : Proposed internal reorganisation of the BHB Group involving the Reorganisation Proposed Disposals
Proposed Placement : Proposed placement of new BHB Shares to raise gross proceeds of up to RM800.0 million
Proposed Transfer of : Proposed transfer of the listing status of our Company on the Main Market Listing of Bursa Securities to Bank Islam
Proposed Sukuk : Proposed full redemption of the outstanding BHB Sukuk by our Company Redemption
Proposed SOA : Proposed payment of the Warrants Consideration to the Warrantholders by way of a scheme of arrangement under Section 366 of the Act in consideration of the cancellation of the Warrants held
Record of Depositors : Record of securities holders established by Bursa Depository pursuant to the rules of Bursa Depository as issued pursuant to the Securities Industry (Central Depositories) Act, 1991
Register of : Principal register of the Warrants or, as the case may be, any branch Warrantholders register of the Warrants to be kept and maintained pursuant to the Deed Poll
RM : Ringgit Malaysia
Rules : Rules on Take-Overs, Mergers and Compulsory Acquisitions
SASB : Syarikat Al-Ijarah Sdn. Bhd., a wholly-owned subsidiary of BHB
SC : Securities Commission Malaysia
SSA : Share sale agreement(s) to be entered into between BHB and Bank Islam for the Proposed Disposals
STMKB : Syarikat Takaful Malaysia Keluarga Berhad, a subsidiary of BHB
STMKB Shares : Ordinary shares in STMKB
VWAP : Volume weighted average market price
Warrantholders : Holders of the Warrants
Warrant(s) : Outstanding warrants 2013/2023 of BHB
iii iii DEFINITIONS (Cont’d)
Warrants Consideration : RM0.38 per Warrant, being the cash consideration for the Proposed SOA which is based on the five (5)-day VWAP of the Warrants up to and including 25 February 2021, being the last market day immediately preceding the Warrants Consideration Price-Fixing Date
Warrants Consideration : 26 February 2021, being the date on which the Warrants Consideration is Price-Fixing Date fixed and announced by the Board
Warrants Scheme : A date to be determined by the Board and announced by BHB, on which Entitlement Date the names of the Warrantholders must appear on the Register of Warrantholders of BHB as at 5.00 p.m. in order to be entitled to the Proposed SOA
All references to “you” or “Shareholder” or “Warrantholder” in this Circular & Explanatory Statement are to the shareholders or Warrantholders of BHB, as the case may be. All references to “we”, “us”, “our” and “ourselves” are in respect of BHB or BHB Group, where relevant. References to persons shall include corporations, unless otherwise specified.
Words denoting the singular shall, where applicable, include the plural and vice versa. Words denoting the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa.
Any reference in this Circular & Explanatory Statement to any enactment, rules or regulations is a reference to that enactment, rules or regulations as for the time being amended or re-enacted.
Any reference to a time of day in this Circular & Explanatory Statement shall be a reference to Malaysian time, unless otherwise specified.
Any discrepancy in the figures included in this Circular & Explanatory Statement between the amounts stated and the actual amount thereof is due to rounding.
This Circular & Explanatory Statement includes forward-looking statements. All statements other than statements of historical facts included in this Circular & Explanatory Statement, including, without limitation, those regarding our financial position, business strategies, prospects, plans and objectives of our Company for future operations, are forward-looking statements. There is no assurance that such forward-looking statements will materialise, be fulfilled or be achieved. Accordingly, the actual results may differ from those described in such forward-looking statements. Shareholders and Warrantholders should not place undue reliance on such forward-looking statements and our Company does not undertake any obligation to update publicly or revise any forward-looking statements.
iv iv CONTENTS
LETTER TO OUR SHAREHOLDERS AND WARRANTHOLDERS IN RELATION TO THE PROPOSALS CONTAINING: PAGE
1. INTRODUCTION 1
2. DETAILS OF THE PROPOSALS 3
3. CORPORATE AND SHAREHOLDING STRUCTURE BEFORE AND 16 AFTER THE PROPOSALS
4. RATIONALE FOR THE PROPOSALS 17
5. EFFECTS OF THE PROPOSALS 20
6. APPROVALS REQUIRED 32
7. INTER-CONDITIONALITY OF THE PROPOSALS 35
8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND 36 PERSONS CONNECTED TO THEM
9. DIRECTORS’ STATEMENT AND RECOMMENDATION 37
10. SUBMISSION TO THE RELEVANT AUTHORITIES 37
11. CORPORATE EXERCISES/SCHEME ANNOUNCED BUT PENDING 37 COMPLETION
12. HISTORICAL SHARE PRICE 37
13. TENTATIVE TIMETABLE 38
14. EGM AND CCM 39
15. FURTHER INFORMATION 40
APPENDICES
I INFORMATION ON BHB 41
II INFORMATION ON BANK ISLAM 44
III INFORMATION ON STMKB 47
IV INFORMATION ON BIMB SEC HOLDINGS 49
V INFORMATION ON BIMB SEC 51
VI INFORMATION ON SASB 53
VII TERMS OF THE PROPOSED SOA 55
v
v
CONTENTS (Cont’d)
PAGE VIII PROFORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 60 OF OUR COMPANY AND BANK ISLAM AS AT 31 DECEMBER 2019 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON
IX FURTHER INFORMATION 7175
NOTICE OF EGM ENCLOSED
NOTICE OF CCM FOR WARRANTHOLDERSTHE WARRANTHOLDERS ENCLOSED
FORM OF PROXY FOR EGM ENCLOSED
FORM OF PROXY FOR CCM OFFOR WARRANTHOLDERS THE WARRANTHOLDERS ENCLOSED
THETHE REST REST OF OF THIS THIS PAGE PAGE HAS HAS BEEN BEEN INTENTIONALLY INTENTIONALLY LEFT LEFT BLANK BLANK
vivi
vi EXECUTIVE SUMMARY
THIS EXECUTIVE SUMMARY HIGHLIGHTS THE SALIENT INFORMATION OF THE PROPOSALS. YOU ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS TOGETHER WITH THE APPENDICES OF THIS CIRCULAR & EXPLANATORY STATEMENT WITHOUT RELYING SOLELY ON THIS EXECUTIVE SUMMARY BEFORE VOTING ON THE RESOLUTIONS PERTAINING TO THE PROPOSALS TO BE TABLED AT THE FORTHCOMING EGM AND CCM.
Reference in this Circular & Explanatory Key matters Summary Statement
Overview of On 11 December 2019, Maybank IB had, on behalf of our Board, announced that our Company is proposing to Section 1 Proposals undertake the Proposals, which entails the following: (a) proposed placement of BHB Shares to raise gross proceeds of up to RM800.0 million; (b) proposed payment of cash consideration to the Warrantholders by way of a scheme of arrangement under Section 366 of the Act and will entail the following: (i) cancellation of the exercise rights in respect of the Warrants; (ii) cancellation of the Warrants; and (iii) termination of the Deed Poll; (c) proposed internal reorganisation of the BHB Group involving the disposal by BHB of its entire shareholdings in BIMB Sec Holdings, BIMB Sec and SASB to its wholly-owned subsidiary, Bank Islam to be settled in cash; (d) proposed distribution-in-specie of the entire shareholdings of BHB in Bank Islam and STMKB respectively via a reduction and repayment of the entire share capital of BHB in accordance with Section 115 and Section 116 of the Act as well as using the retained earnings of BHB; and (e) proposed transfer of the listing status of BHB on the Main Market of Bursa Securities to Bank Islam upon the completion of the Proposed Distribution and Capital Repayment. Revisions to the Warrants Consideration for the Proposed SOA and basis of consideration for the Proposed Internal Reorganisation were announced on 29 January 2021. All the other terms of the Proposals remained unchanged as set out in the announcement dated 11 December 2019. On 26 February 2021, our Board resolved to fix the Warrants Consideration on the Warrants Consideration Price- Fixing Date, after taking into consideration the availability of internal cash reserves of our Group to settle the Warrants Consideration.
vii vii EXECUTIVE SUMMARY (Cont’d)
Reference in this Circular & Explanatory Key matters Summary Statement
Proposed The Proposed Placement entails the issuance of up to 222,222,222 Placement Shares to raise up to RM800.0 Sections 1, 2.1, Placement million gross proceeds to be used for the full redemption of the outstanding BHB Sukuk held by LTH with estimated 4.1 and 8 redemption amount of approximately RM954.5 million on 31 May 2021, with the remaining amount to be settled using internally generated funds. Our Major Shareholders namely, LTH, EPF and PNB as well as funds under PNB’s management and/or persons connected to such Major Shareholders may participate in the Proposed Placement. The Proposed Placement is to be undertaken to facilitate the Proposed Sukuk Redemption which is a prelude to the reorganisation of the our Group prior to the Proposed Distribution and Capital Repayment and Proposed Transfer of Listing as our Company will no longer have operating and income-generating assets following the Proposed Internal Reorganisation and Proposed Distribution and Capital Repayment.
Proposed SOA The Proposed SOA will entail payment of the cash consideration of RM0.38 per Warrant which is based on the five Sections 1, 2.2 (5)-day VWAP of the Warrants up to and including 25 February 2021, being the last market day immediately and 4.2 preceding the Warrants Consideration Price-Fixing Date. The Proposed SOA provides an avenue for the Warrantholders to realise their investment in the Warrants at the Warrants Consideration as the Warrants have been out-of-the-money and thinly traded over the past three years apart from having less than three years until their expiry on 4 December 2023.
Proposed The Proposed Internal Reorganisation which will entail the disposal of the SASB, BIMB Sec Holdings and BIMB Sections 1, 2.3, 3 Internal Sec i.e. Identified Subsidiaries to our wholly-owned subsidiary, Bank Islam for a cash consideration equivalent to and 4.3 Reorganisation the latest audited carrying amount of our Company’s investment in the Identified Subsidiaries at the time of the signing of the SSA. The corporate and shareholding structure post the Proposed Internal Reorganisation can be found in Section 3 of this Circular & Explanatory Statement. The proceeds from the proposed disposals of the Identified Subsidiaries will be used by our Company for settlement of the outstanding liabilities of BHB and/or to defray the estimated expenses relating to the Proposals. The Proposed Internal Reorganisation is undertaken to streamline the other businesses of our Company under Bank Islam as a prelude to the Proposed Distribution and Capital Repayment and Proposed Transfer of Listing. The Proposed Internal Reorganisation is essential to simplify the shareholding structure and corporate structure of the BHB Group.
viii EXECUTIVE SUMMARY (Cont’d)
Reference in this Circular & Explanatory Key matters Summary Statement
Proposed The Proposed Distribution and Capital Repayment entails distribution in-specie of our Company’s entire Sections 1, 2.4, 3 Distribution and shareholdings in Bank Islam and STMKB respectively to the Distribution Entitled Shareholders in proportion to their and 4.4 Capital shareholdings in our Company on the Distribution Entitlement Date. Repayment The Proposed Distribution and Capital Repayment will be implemented via a reduction of the entire share capital of our Company in accordance with Section 115 and Section 116 of the Act as well as using the retained earnings of our Company. The Proposed Distribution and Capital Repayment is to facilitate the cessation of our role as the financial holding company for both Bank Islam and STMKB in view of the following the latest capital requirements imposed by BNM on financial holding company as well as to enable our Shareholders to participate directly in the equity of Bank Islam and STMKB.
Proposed After the completion of the Proposed Distribution and Capital Repayment, Bank Islam will assume the listing status Sections 1, 2.5, 3 Transfer of of our Company. Accordingly, Bank Islam will be admitted to the Official List of Bursa Securities in place of BHB, and 4.5 Listing with the listing of and quotation for the entire Consolidated Bank Islam Shares on the Main Market of Bursa Securities. Following therefrom, Bank Islam will emerge as the first pure-play full-fledged Islamic financial institution to be listed in the region, which will enhance its corporate stature and augurs well to local and foreign investors. Bank Islam will also be assuming our stock short name, stock code and International Securities Identification Number (ISIN).
Inter- The Proposed Placement, Proposed SOA, Proposed Internal Reorganisation, Proposed Distribution and Capital Section 7 conditionality Repayment and Proposed Transfer of Listing are not conditional upon each other, save for the following: (a) the Proposed Distribution and Capital Repayment is conditional upon the Proposed Internal Reorganisation and Proposed Transfer of Listing; and (b) the Proposed Transfer of Listing is conditional upon the Proposed Internal Reorganisation and Proposed Distribution and Capital Repayment. Each of the Proposals will only be able to be implemented after receipt of all approvals to be obtained as set out in Section 6 of this Circular & Explanatory Statement.
ixix EXECUTIVE SUMMARY (Cont’d)
Reference in this Circular & Explanatory Key matters Summary Statement
Implementation For implementation of the Proposals, the Proposed Placement and Proposed SOA will be completed first, followed Sections 7 and 13 sequence and by the Proposed Internal Reorganisation, Proposed Distribution and Capital Repayment and Proposed Transfer of timeline Listing. Barring any unforeseen circumstances and subject to the approvals as set out in Section 6 of this Circular & Explanatory Statement being obtained, the Proposals are expected to be completed in the 3rd quarter of 2021, with the Proposed Placement and Proposed Distribution and Capital Repayment to be completed in the 2nd quarter of 2021 and 3rd quarter of 2021 respectively.
Outstanding As at the LPD, the following approvals from authorities have yet to be obtained by us: Section 6 authorities’ (i) the SC for the change of controller of BIMB Sec, being a holder of the Capital Markets Services Licence approval issued by the SC, pursuant to the Proposed Internal Reorganisation; and (ii) sanction of the High Court of Malaya for the Proposed SOA and Proposed Distribution and Capital Repayment.
Resolutions and We are seeking your approval as our Shareholders at the forthcoming EGM for the following: Section 9 our Board’s (i) Proposed Placement (including specific allocation to the respective Major Shareholders and/or persons recommendation connected to them); (ii) Proposed Internal Reorganisation; (iii) Proposed Distribution and Capital Repayment; and (iv) Proposed Transfer of Listing. We are seeking your approval as our Warrantholders at the forthcoming CCM for the Proposed SOA. Our Board, save for the LTH Nominee Director (as defined in Section 8 of this Circular & Explanatory Statement) who has voluntarily abstained (and abstained in respect of the Proposed Placement to LTH), having considered all aspects of the Proposals, including the rationale and effects of the Proposals, is of the opinion that the Proposals are in the best interest of our Company and recommends that you vote in favour of the resolutions pertaining the Proposals, Proposed Placement to LTH, Proposed Placement to EPF and Proposed Placement to PNB.
x BIMB HOLDINGS BERHAD (CompanyBIMB No.HOLDINGS 199701008362 BERHAD (423858-X)) (Incorporated in Malaysia under(Company the Companies No. 199701008362 Act, 1965 (423858 and deemed-X)) registered under the Act) (Incorporated in Malaysia under the Companies Act, 1965 and deemed registered under the Act) Registered Office 31st Floor, MenaraRegistered Bank OfficeIslam, st 31 Floor, No.Menara22, Jalan Bank Perak,Islam, 50450No. 22,Kuala Jalan Lumpur Perak, 50450 Kuala Lumpur 8 March 2021 8 March 2021 Board of Directors BoardTan Sri of Haji Directors Ambrin Buang TanChairman/Independent Sri Haji Ambrin Buang Non-Executive Director Chairman/IndependentMohd Tarmidzi Ahmad NordinNon-Executive Director MohdIndependent Tarmidzi Non Ahmad-Executive Nordin Director IndependentNoraini Che Dan Non-Executive Director NorainiSenior IndependentChe Dan Non-Executive Director SeniorEncik Zahari Independent @ Mohd Non Zin-ExecutiveIdris Director EncikNon-IndependentZahari @ Mohd Non -ZinExecutiveIdris Director NonDatuk-IndependentNik Mohd Hasyudeen Non-Executive Yusoff Director DatukNon-IndependentNik Mohd Hasyudeen Executive DirectorYusoff Non-Independent Executive Director To: Our Shareholders and Warrantholders To: Our Shareholders and Warrantholders Dear Sir/Madam, Dear Sir/Madam, (I) PROPOSED PLACEMENT; (I)(II) PROPOSED PLACEMENTSOA; ; (II)(III) PROPOSED SOA;INTERNAL REORGANISATION; (III)(IV) PROPOSED INTERNALDISTRIBUTION REORGANISATION; AND CAPITAL REPAYMENT; AND ((V)IV) PROPOSED DISTRIBUTIONTRANSFER OF LISTINGAND CAPITAL REPAYMENT; AND (V) PROPOSED TRANSFER OF LISTING 1. INTRODUCTION 1. INTRODUCTION On 11 December 2019, Maybank IB had, on behalf of our Board, announced that our Company Onis proposing 11 December to undertake 2019, Maybank the Proposals IB had,(“ onFirst behalf Announcement of our Board,”) announced, which entails that the our following: Company is proposing to undertake the Proposals (“First Announcement”), which entails the following: (i) proposed placement of BHB Shares to raise gross proceeds of up to RM800.0 million; (i) proposed placement of BHB Shares to raise gross proceeds of up to RM800.0 million; (ii) proposed payment of cash consideration to the Warrantholders by way of a scheme of (ii) proposedarrangement payment under ofS ectioncash consideration366 of the Act toand thewill Warrant entailholders the following by way: of a scheme of arrangement under Section 366 of the Act and will entail the following: (a) cancellation of the exercise rights in respect of the Warrants; (a) cancellation of the exercise rights in respect of the Warrants; (b) cancellation of the Warrants; and (b) cancellation of the Warrants; and (c) termination of the Deed Poll; (c) termination of the Deed Poll; (iii) proposed internal reorganisation of the BHB Group involving the disposal by BHB of its (iii) proposedentire shareholdings internal reorganisation in BIMB Sec of H theold BHBings, GroupBIMB Sinvolvingec and SASBthe disposalto its whollyby BHB-ownedof its entiresubsidiary, shareholdings Bank Islam in toBIMB be settled Sec H inoldcashings,; BIMB Sec and SASB to its wholly-owned subsidiary, Bank Islam to be settled in cash;
1 1 (iv) proposed distribution-in-specie of the entire shareholdings of BHB in Bank Islam and STMKB respectively via a reduction and repayment of the entire share capital of BHB in accordance with Section 115 and Section 116 of the Act as well as using the retained earnings of BHB; and
(v) proposed transfer of the listing status of BHB on the Main Market of Bursa Securities to Bank Islam upon the completion of the Proposed Distribution and Capital Repayment.
On 10 December 2020, Maybank IB had, on behalf of our Board, announced that the Minister of Finance (on recommendation by BNM) and BNM has, vide its letter dated 8 December 2020, informed our Company that the Minister of Finance (on recommendation by BNM) and BNM have granted their respective approvals (where applicable) in relation to the Proposals under the IFSA.
On 29 January 2021, Maybank IB had, on behalf our Board, announced that the Board has resolved to revise the cash consideration for the Warrants pursuant to the Proposed SOA such that it will be based on the five (5)-day VWAP of the Warrants immediately preceding the Warrants Consideration Price-Fixing Date but shall in no event be lower than RM0.26 per Warrant, as originally proposed in our First Announcement. The Warrants Consideration was revised in view of the lapse of time since the First Announcement, as well as the time to be taken to implement and complete the Proposals, and also for the Warrants Consideration to take into account the market price of the Warrants at the time of the implementation of the Proposed SOA.
It was also announced in the same announcement on 29 January 2021 that our Board has also resolved to revise the basis of consideration for the Proposed Disposals to be based on the latest audited carrying amount of BHB’s investment in the Identified Subsidiaries at the time of signing the SSA instead. The basis of the consideration for the Proposed Disposals has been revised to be more reflective of the carrying values of the Identified Subsidiaries in our consolidated financial statements in view of the current economic environment. The revision made to the consideration is also to ensure that the amount transacted reflects the latest carrying value of the subsidiaries involved and to avoid any unnecessary impairment post transaction.
On 4 February 2021, Maybank IB had, on behalf of our Board, announced that the High Court has on even date granted an order for our Company to convene the CCM for the Warrantholders to obtain their approval for the Proposed SOA within 90 days from the date of the court order.
On 23 February 2021, Maybank IB had, on behalf of our Board, announced that Bursa Securities has, vide its letter dated 22 February 2021, granted its approval for the listing of and quotation for up to 222,222,222 Placement Shares on the Main Market of Bursa Securities and the admission of Bank Islam to the Official List of Bursa Securities and the listing of and quotation for the entire Consolidated Bank Islam Shares on the Main Market of Bursa Securities, under the ‘Financial Services’ sector, in place of BHB, subject to the conditions as set out in Section 6 of this Circular & Explanatory Statement. Bank Islam will be assuming the stock short name, stock code and the International Securities Identification Number (ISIN) code of BHB upon completion of the Proposed Transfer of Listing.
On 26 February 2021, Maybank IB had, on behalf of our Board, announced that our Board has on even date resolved to fix the Warrants Consideration at RM0.38 per Warrant, based on the five (5)-day VWAP of the Warrants up to and including 25 February 2021, being the last market day immediately preceding the Warrants Consideration Price-Fixing Date. The Warrants Consideration has been fixed after taking into consideration the availability of internal cash reserves of our Group to settle the Warrants Consideration.
THE PURPOSE OF THIS CIRCULAR & EXPLANATORY STATEMENT IS TO PROVIDE YOU WITH THE RELEVANT INFORMATION ON THE PROPOSALS AND TO SEEK YOUR APPROVAL FOR THE RESOLUTIONS PERTAINING TO THE PROPOSALS TO BE TABLED AT THE FORTHCOMING EGM AND CCM RESPECTIVELY. THE NOTICES OF EGM AND CCM AND THE RELEVANT PROXY FORMS ARE ENCLOSED IN THIS CIRCULAR & EXPLANATORY STATEMENT.
2 2
YOU ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS CIRCULAR & EXPLANATORY STATEMENT BEFORE VOTING ON THE RESOLUTIONS PERTAINING TO THE PROPOSALS TO BE TABLED AT THE FORTHCOMING EGM AND CCM RESPECTIVELY.
2. DETAILS OF THE PROPOSALS
2.1 Proposed Placement
2.1.1 Details of the Proposed Placement
The Proposed Placement entails the issuance of the Placement Shares to raise the Intended Gross Proceeds.
The quantum of the Intended Gross Proceeds has been determined upfront based on the amount expected to fully settle the outstanding BHB Sukuk as detailed in Section 2.1.6 of this Circular & Explanatory Statement. However, the exact number of the Placement Shares and Issue Price(s) have not been determined at this juncture to enable the Board to determine the Issue Price(s) in accordance with market-based principles as at a later date.
As at the LPD, the issued share capital of the Company is RM4,617.8 million comprising 1,853,650,514 BHB Shares. The Company also has 426,715,078 outstanding Warrants which were issued on 5 December 2013 and due to expire on 4 December 2023, which are exercisable into 426,715,078 new BHB Shares at an exercise price of RM4.72 per Warrant. As the Warrants are out- of-the-money as at the LPD, it is assumed that none of the Warrants will be exercised into new BHB Shares for the purpose of the illustrations in this Circular & Explanatory Statement.
2.1.2 Placement arrangement
The Placement Shares will be placed to investors to be identified at a later date by way of bookbuilding exercise.
Our Major Shareholder and/or persons connected to our Major Shareholder, who fall within Schedule 6 or Schedule 7 of the Capital Markets and Services Act, 2007 CMSA may participate in the bookbuilding exercise.
As at the LPD, our Major Shareholders are as follows:
(i) LTH which holds 53.1% of the total issued share capital of our Company. For further details on LTH information, please refer to www.tabunghaji.gov.my;
(ii) EPF which holds 13.1% of the total issued share capital of our Company. For further details on information, please refer to www.kwsp.gov.my; and
(iii) PNB and the funds under its management which collectively hold 16.7% of the total issued share capital of our Company. For further details on PNB and the funds under its management, their directors and corporate information, please refer to www.pnb.com.my.
For the avoidance of doubt, the exact allocation of Placement Shares to each of our Major Shareholder have not been determined at this juncture as such allocation will be based on a bookbuilding exercise to be conducted at a later date.
3 3
Nonetheless, we will be seeking your approval at the forthcoming EGM for the placement of up to 222,222,222 BHB Shares (based on the maximum number of Placement Shares as illustrated in Section 2.1.3 of this Circular & Explanatory Statement) to LTH, EPF, PNB and/or persons connected to them respectively, in compliance with Paragraph 6.06(1) of the Listing Requirements in respect of their respective specific allotment in the Proposed Placement.
The Proposed Placement may be implemented in tranches, depending on prevailing market conditions, within six months after the receipt of all requisite approvals for the Proposed Placement or any extended period as may be approved by Bursa Securities.
The Proposed Placement will be implemented and completed before the implementation of the Proposed Distribution and Capital Repayment. Accordingly, the placees will be entitled to the Proposed Distribution and Capital Repayment.
2.1.3 Basis and justification for the Issue Price(s)
The Issue Price(s) will be fixed and announced later by our Board on the Placement Price-Fixing Date(s) following the receipt of all requisite approvals for the Proposed Placement. The Issue Price(s) shall be determined by way of bookbuilding and shall be fixed at a discount of not more than 10.0% to the VWAP of BHB Shares for the five (5) market days immediately prior to the Placement Price-Fixing Date(s).
For illustrative purposes only, assuming approximately 10% discount to the (5)- day VWAP of BHB Shares up to and including the LPD of RM3.99, the Issue Price would be RM3.60 Illustrative Issue Price
Based on the Intended Gross Proceeds and the Illustrative Issue Price, the total number of Placement Shares would be up to 222,222,222 BHB Shares, representing approximately 12.0% of the total number of BHB Shares in issue as at the LPD.
2.1.4 Ranking for the Placement Shares
The Placement Shares will, upon allotment and issuance, rank equally in all respects with the then existing BHB Shares, save and except that the Placement Shares will not be entitled to any dividends, rights, allotments and/or other distributions that may be declared, made or paid to our Shareholders prior to the date of allotment of the Placement Shares.
2.1.5 Listing and quotation of the Placement Shares
Bursa Securities has, vide its letter dated 22 February 2021, resolved to approve the listing of and quotation for up to 222,222,222 Placement Shares on the Main Market of Bursa Securities.
2.1.6 Use of proceeds
The Intended Gross Proceeds are proposed to be used in the following manner:
Estimated timeframe for use of proceeds from the listing of the Details of use of proceeds Placement Shares RM million Redemption of the outstanding BHB Within 4 months 800.0 Sukuk held by LTH (note) Total gross proceeds 800.0
4 4 Note:
The estimated amount to fully redeem the outstanding BHB Sukuk on 31 May 2021, being the tentative redemption date of the outstanding BHB Sukuk is approximately RM954.5 million which was arrived at based on the following:
RM million i. the carrying value of the BHB Sukuk as at 31 December 881.1 2019 based on the audited consolidated financial statements of BHB for the FYE 31 December 2019 ii.. the estimated accrual profits and accretion of discount 78.5 on the BHB Sukuk for a period of 17 months from 1 January 2020 to 31 May 2021(1) iii. the indicative redemption premium of the BHB Sukuk(2) 10.8
Less: iv. the scheduled coupon payment of the BHB Sukuk on 14 (15.9) December 2020(3)
954.5
Footnotes:
(1) The estimated accrual profits and accretion of discount on the BHB Sukuk for a period of 17 months from 1 January 2020 to 31 May 2021 of RM78.5 million was arrived at based on the yield to maturity rate of 6.25% per annum multiplied with the outstanding balance of BHB Sukuk as at 31 December 2019 of RM881.1 million.
(2) The indicative redemption premium of approximately RM10.8 million was arrived at based on the nominal value of BHB Sukuk of RM1,050.1 million multiplied by the indicative early redemption rate of 90.90%, less the estimated carrying value of BHB Sukuk as at 31 May 2021 of RM943.7 million.
(3) The scheduled coupon payment of the BHB Sukuk on 14 December 2020 of RM15.9 million was arrived at based on the coupon payment rate of 1.50% per annum multiplied with the nominal value of BHB Sukuk of RM1,050.1 million. This was calculated based on the number of days from the previous coupon payment date on 13 December 2019 to the next coupon payment date on 14 December 2020.
We intend to use the entire Intended Gross Proceeds to redeem the BHB Sukuk with the remaining redemption amount of approximately RM154.5 million to be funded using our internally generated funds. The gross proceeds to be raised from the Proposed Placement is only up to RM800.0 million instead of the full amount required to redeem the BHB Sukuk in order to reduce the dilution impact arising from the Proposed Placement as well as to minimise the residual cash balance to be maintained by our Company upon completion of the Proposals.
The Proposed Sukuk Redemption is expected to result in finance cost savings of approximately RM55.1 million per annum based on the yield to maturity rate of approximately 6.25% per annum, being the carrying value of the BHB Sukuk as at 31 December 2019 of RM881.1 million multiplied by the yield to maturity rate of 6.25% per annum.
5 5 For information purposes, the salient terms of the BHB Sukuk are as follows:
(i) Issue date : 12 December 2013
(ii) Tenure : 10 years from the issue date
(iii) Islamic principle : Murabahah (based on the concept of used Tawarruq)
(iv) Facility description : Issuance of Islamic securities based on the and issue size principle of Murabahah of up to RM1,660.0 million in nominal value
(v) Identified assets : Any metal traded at the London Metal Exchange excluding gold and silver or any other commodity or asset acceptable to the Shariah adviser
(vi) Profit/coupon/rental : Yield to maturity rate of 6.25% per annum rate with coupon payment rate of 1.50% per annum
(vii) Profit/coupon/rental : Actual/365 days payment basis
(viii) Profit/coupon/rental : Annual basis commencing twelve (12) frequency months from the issue date and ending on the maturity date
(ix) Early redemption : The BHB Sukuk may be redeemed at any time prior to maturity of the BHB Sukuk (“Early Redemption”), in whole or in part, subject to the following conditions:
(i) an Early Redemption notice period of at least thirty (30) days and not more than sixty (60) days is given to the trustee and the facility agent. The written notice for the Early Redemption given by the Issuer to the Trustee and the Facility Agent must specify the Early Redemption date, and the particulars of the portion of the BHB Sukuk (“Relevant BHB Sukuk”) that the Issuer wishes to early redeem and cancel;
(ii) pursuant to the Early Redemption, the Relevant BHB Sukuk shall be cancelled and may not be resold; and
(iii) redemption shall be at the Early Redemption sum determined by the facility agent, whose calculation shall be final and binding, based on the formula stipulated in the BHB Sukuk’s principal terms and conditions.
6 6 In any event, the actual gross proceeds from the Proposed Placement will depend on the final Issue Price(s) and the total number of Placement Shares to be issued. Any shortfall in proceeds arising from the difference between the Intended Gross Proceeds and the actual gross proceeds will be funded by our internally generated funds for purposes of the Proposed Sukuk Redemption.
The estimated expenses relating to the Proposals which is to be funded using our internally generated funds is RM32.9 million (of which RM31.9 million will be borne by BHB and RM1.0 million will be borne by Bank Islam), comprising the following:
RM’000 Professional fees and underwriting commission 8,760 Fees payable to relevant authorities 354 Stamp duty 22,830 Miscellaneous fees and expenses for printing, dispatch costs 1,053 for this Circular & Explanatory Statement as well as other incidental expenses relating to the Proposals Total 32,997
Pending the use of the Intended Gross Proceeds, the proceeds will be placed in profit-bearing deposits with financial institutions or short-term money market instruments as our Board deems fit. The profit derived from the deposits with financial institutions or any gain arising from the short-term Islamic money market instruments will be used for the partial settlement of our remaining liabilities.
2.2 Proposed SOA
2.2.1 Details of the Proposed SOA
The Proposed SOA will be implemented by way of a scheme of arrangement under Section 366 of the Act involving payment of the Warrants Consideration to the Warrantholders and shall entail the following:
(i) cancellation of the exercise rights in respect of the Warrants;
(ii) cancellation of the Warrants; and
(iii) termination of the Deed Poll,
as provided under conditions 4.2 and 4.4 of the Third Schedule and paragraph 18 of the Fourth Schedule of the Deed Poll.
The suspension of trading of the Warrants shall take place prior to the Warrants Scheme Entitlement Date, with the last date for the exercise of the Warrants being no later than the eighth (8th) market day prior to the Warrants Scheme Entitlement Date. As announced on 26 February 2021, the cash consideration for the Proposed SOA has been fixed at RM0.38 per Warrant which is based on the five (5)-day VWAP of the Warrants up to and including 25 February 2021, being the last market day immediately preceding the Warrants Consideration Price-Fixing Date. Accordingly, the total amount to be paid to the Warrantholders is approximately RM162.2 million based on 426,715,078 outstanding Warrants as at the LPD.
7 7 Nonetheless, the actual Warrants Consideration will also depend on the total number of outstanding Warrants as at the Warrants Scheme Entitlement Date.
426,715,958 Warrants were issued for free in conjunction with a renounceable rights issue exercise undertaken by our Company on 5 December 2013, with only 880 Warrants exercised into BHB Shares to-date.
The Proposed SOA to be undertaken is deemed fair and reasonable based on the rationale and justifications set out in Section 4.2 of this Circular & Explanatory Statement.
2.2.2 Source of funding for the Warrants Consideration
The total amount to be paid by BHB to the Warrantholders will be funded using internally generated funds.
2.2.3 Historical price of the Warrants
The monthly high and low market prices of the Warrants as traded on the Main Market of Bursa Securities for the past 2 years up to February 2021 are as follows:
High Low High Low RM RM RM RM 2020 2019 (cont’d) March 0.28 0.23 March 0.23 0.12 April 0.40 0.27 April 0.20 0.17 May 0.39 0.28 May 0.22 0.18 June 0.40 0.32 June 0.22 0.20 July 0.39 0.28 July 0.24 0.20 August 0.31 0.25 August 0.23 0.21 September 0.27 0.23 September 0.22 0.20 October 0.29 0.23 October 0.21 0.19 November 0.31 0.25 November 0.21 0.18 December 0.27 0.23 December 0.25 0.19
2020 2021 January 0.24 0.23 January 0.24 0.23 February 0.24 0.23 February 0.47 0.24
(Source: Bloomberg)
2.3 Proposed Internal Reorganisation
2.3.1 Details of the Proposed Internal Reorganisation
After the completion of the Proposed Placement and the Proposed SOA, our Company proposes to undertake the Proposed Internal Reorganisation which will entail the disposal of the following Identified Subsidiaries to our wholly- owned subsidiary, Bank Islam, as follows:
(i) disposal of our Company’s 100.0% equity interest in SASB for a cash consideration equivalent to the latest audited carrying amount of our Company’s investment in SASB at the time of the signing of the SSA;
8 8 (ii) disposal of our Company’s 100.0% interest in BIMB Sec Holdings for a cash consideration equivalent to the latest audited carrying amount of our Company’s investment in BIMB Sec Holdings at the time of the signing of the SSA; and
(iii) disposal of our Company’s entire 49.0% direct equity interest in BIMB Sec, a 51.0%-owned subsidiary of BIMB Sec Holdings, for a cash consideration equivalent to the latest audited carrying amount of our Company’s investment in BIMB Sec at the time of the signing of the SSA.
To this end, our Company will be entering into the SSA with Bank Islam to give effect to the Proposed Internal Reorganisation after obtaining the approvals of the relevant authorities that are required for the Proposed Disposals including the approval of the SC for the change of controller of BIMB Sec, being a holder of the Capital Markets Services Licence issued by the SC.
The proposed salient terms of the SSA are as follows:
(a) Conditions Precedent
The SSA shall be conditional upon the approvals as stated in Section 6 of this Circular & Explanatory Statement, having been fulfilled by our Company as the vendor at its own costs and expenses.
(b) Purchase consideration
The purchase consideration shall be satisfied wholly in cash by Bank Islam to the Company on the SSA completion date.
(c) Completion
Unless otherwise agreed by the parties in writing and subject to the fulfilment of the conditions precedent for the SSA, completion of the SSA shall take place no later than twenty (20) business days after the fulfilment of the conditions precedent for the SSA.
(d) Termination
Termination by the Company
The Company shall be entitled to terminate the SSA by giving written notice to Bank Islam before or on the SSA completion date, upon the occurrence of the following events:
(i) Bank Islam defaults in the performance of their obligations to make the payment of the purchase consideration; or
(ii) there is a breach by Bank Islam of any other terms and conditions of the SSA or a failure by Bank Islam to perform or observe any undertaking, obligation or agreement in the SSA.
Termination by Bank Islam
Bank Islam shall be entitled to terminate the SSA by giving written notice to the Company before or on the SSA completion date, upon the occurrence of following events:
(i) the Company fails to deliver to Bank Islam the documents required and provide such other documents as are necessary to transfer and register the sale shares to and in the name of Bank Islam;
9 9 (ii) there is a material breach by the Company of a representation, warranty or undertaking set out in the SSA; or
(iii) there is a breach by the Company of any terms or conditions of the SSA or a failure by the Company to perform or observe any undertaking, obligation or agreement in the SSA.
Barring unforeseen circumstances, the SSA is expected to be executed in the 3rd quarter of 2021.
The corporate and shareholding structure of the BHB Group after the Proposed Internal Reorganisation is illustrated in Section 3 of this Circular & Explanatory Statement.
2.3.2 Basis and justification for the disposal consideration
The basis for determining the consideration for each of the Proposed Disposals is as follows:
Transaction Basis Proposed Disposal of Latest audited carrying amount of BHB’s BIMB Sec Holdings investment in BIMB Sec Holdings at the time of signing of the SSA Proposed Disposal of Latest audited carrying amount of BHB’s BIMB Sec investment in BIMB Sec at the time of signing of the SSA Proposed Disposal of Latest audited carrying amount of BHB’s SASB investment in SASB at the time of signing of the SSA
For illustrative purposes only, the consideration for each of the Proposed Disposals based on the latest audited financial statements of our Company for the FYE 31 December 2019 is as follows:
Direct equity interest Disposal Identified Subsidiaries held as at the LPD consideration % RM’000 BIMB Sec Holdings 100.0 49,443 BIMB Sec and its subsidiaries 49.0 49,632 SASB 100.0 12,804 Total 111,879
2.3.3 Source of funding for Bank Islam
The total consideration for the Proposed Disposals will be paid in full by Bank Islam upon completion of the Proposed Internal Reorganisation based on the terms to be set out in the SSA The cash consideration will be funded using internally generated funds of Bank Islam.
2.3.4 Use of proceeds
The cash proceeds arising from the Proposed Disposals will be used by our Company for settlement of our outstanding liabilities and/or to defray the estimated expenses relating to the Proposals. Based on the latest audited financial statements of BHB for the FYE 31 December 2019, our outstanding liabilities are RM1,165.7 million.
10 10 2.3.5 Information on Bank Islam
Bank Islam was incorporated in Malaysia on 1 March 1983 under the Companies Act 1965 and is deemed registered under the Act as a public limited company.
As at the LPD, the issued share capital of Bank Islam is RM3,306.1 million comprising 2,600,366,367 Bank Islam Shares.
The Bank Islam Group is principally involved in, among others, Islamic banking business and the provision of related services, provision of nominee services, management of Islamic unit trust funds and the provision of services as a Labuan registered trust company. Upon completion of the Proposed Internal Reorganisation, the Bank Islam Group will also be involved in stockbroking and leasing of assets.
As at the LPD, the directors of Bank Islam are Tan Sri Dr Ismail bin Hj. Bakar, Dato’ Sri Khazali Ahmad, Zahari @ Mohd Zin Idris, Mohamed Ridza Mohamed Abdulla, Datuk Nik Mohd Hasyudeen Yusoff, Noraini Che Dan, Azizan Ahmad, Mohd Yuzaidi Mohd Yusoff and Mashitah binti Osman.
As at the LPD, Bank Islam is a wholly-owned subsidiary of BHB.
Based on the audited consolidated financial statements of Bank Islam for the FYE 31 December 2019, the total equity and the total cash and bank balances of Bank Islam as at 31 December 2019 are RM5,714.5 million and RM2,814.3 million, respectively whereas the consolidated profit after tax and zakat of Bank Islam for the FYE 31 December 2019 is RM627.6 million.
2.4 Proposed Distribution and Capital Repayment
2.4.1 Details of the Proposed Distribution and Capital Repayment
After the completion of the Proposed Placement, Proposed SOA and Proposed Internal Reorganisation, our Company proposes to make a distribution in- specie of our Company’s entire shareholdings in Bank Islam and STMKB respectively to the Distribution Entitled Shareholders.
The Proposed Distribution and Capital Repayment will be implemented via a reduction of the entire share capital of our Company in accordance with Section 115 and Section 116 of the Act as well as using the retained earnings of our Company.
The Proposed Distribution and Capital Repayment entails the following:
(i) the distribution of one (1) Consolidated Bank Islam Share after the completion of the Proposed Consolidation for every one (1) BHB Share held by the Distribution Entitled Shareholders; and
(ii) the distribution of such number of ordinary shares in STMKB Shares held by our Company to the Distribution Entitled Shareholders (“Proposed Distribution of STMKB Shares”).
The Consolidated Bank Islam Shares and STMKB Shares will be distributed to the Distribution Entitled Shareholders free from any encumbrances and will not be entitled to any dividends, rights, allotments and/or other distributions that may be declared, made or paid to the shareholders of Bank Islam and STMKB where the entitlement date is prior to the date on which the Consolidated Bank Islam Shares and STMKB Shares are credited into the Central Depository System accounts of the Distribution Entitled Shareholders.
11 11
Upon completion of the Proposed Distribution and Capital Repayment, the Distribution Entitled Shareholders will directly hold the Consolidated Bank Islam Shares and STMKB Shares, in proportion to their shareholdings in BHB as at the Distribution Entitlement Date and our Company will cease to be a shareholder of Bank Islam and STMKB. Concurrently with the completion of the Proposed Distribution and Capital Repayment, our Company will issue two (2) new BHB Shares to Bank Islam such that our Company will become a wholly-owned subsidiary of Bank Islam.
The corporate and shareholding structures of the BHB Group before and after the Proposals, save for the Proposed SOA and Proposed Transfer of Listing, are illustrated in Section 3 of this Circular & Explanatory Statement.
For illustrative purposes only, an existing Shareholder holding 100 BHB Shares will hold such number of Consolidated Bank Islam Shares and STMKB Shares (disregarding fractional entitlements) post the completion of the Proposed Distribution & Capital Repayment as set out below based on the following issue price scenarios:
Placement at issue price equivalent Placement at Illustrative Issue to five (5)-day VWAP of BHB Shares (1) (2) Scenarios: Price as at the LPD Closing / Closing / theoretical theoretical No. of price per Total No. of price per Total shares share (RM) (RM) shares share (RM) (RM) As at the LPD 100 BHB 4.02 402 100 BHB 4.02 402 Shares Shares
After the 100 2.97(1(a)) 297 100 3.00(2(a)) 300 Proposed Consolidated Consolidated Distribution and Bank Islam Bank Islam Capital Shares Shares Repayment 24 STMKB 4.26(3) 102 24 STMKB 4.26(3) 102 Shares(1.b) Shares(2.b) 399(4) 402(4)
Notes:
(1) Assuming maximum placement of 222,222,222 Placement Shares at the Illustrative Issue Price of RM3.60, resulting in the following:
(a) the theoretical price per Consolidated Bank Islam Share as illustrated in Section 2.5 of this Circular & Explanatory Statement; and
(b) the distribution of one (1) STMKB Share for every 4.2231 BHB Shares held by the Distribution Entitled Shareholders as illustrated in Section 2.4.3 of this Circular & Explanatory Statement.
(2) Assuming placement of 200,501,254 Placement Shares at an issue price of RM3.99 per Placement Share (i.e. without discount to the five (5)-day VWAP up to and including the LPD) to raise the Intended Gross Proceeds, resulting in the following:
12 12
(a) the theoretical price per Consolidated Bank Islam Share of RM3.00 computed based on the formula in Section 2.5 of this Circular & Explanatory Statement RM Market capitalisation of BHB as at the LPD 7,451,675,066 Add: Intended Gross Proceeds 800,000,000 Less: Market capitalisation of STMKB as at the LPD x (2,094,285,899) 59.2% Theoretical market capitalisation of BHB / Bank Islam 6,157,389,167 post the Proposed Distribution and Capital Repayment Divided by: Total number of Consolidated Bank Islam 2,054,151,768 Shares (equivalent to total number of enlarged BHB Shares after the Proposed Placement) Theoretical price per Consolidated Bank Islam Share 3.00
(b) the distribution of one (1) STMKB Share for every 4.1789 BHB Shares (i.e. 2,054,151,768 enlarged BHB Shares after the Proposed Placement divided by 491,550,925 STMKB Shares held by us as at the LPD) held by the Distribution Entitled Shareholders.
(3) Assuming the closing price of STMKB as at the LPD.
(4) The dilution in value will be dependent on the final number of Placement Shares to be issued pursuant to the Proposed Placement.
2.4.2 Proposed Consolidation
Prior to the Proposed Distribution and Capital Repayment, Bank Islam will consolidate all the Bank Islam Shares in issue to such number that is equivalent to the total number of BHB Shares in issue upon completion of the Proposed Placement and other issuances of new BHB Shares before the implementation of the Proposed Consolidation.
The basis for the Proposed Consolidation can only be determined by the board of directors of Bank Islam at a later date, after taking into consideration the total Bank Islam Shares in issue and the enlarged share capital of our Company before the implementation of the Proposed Consolidation.
The Proposed Consolidation is intended to facilitate the implementation of the Proposed Distribution and Capital Repayment on the basis of one (1) Consolidated Bank Islam Share for every one (1) BHB Share held by the Distribution Entitled Shareholders. Therefore, the Proposed Consolidation will ensure that there is no residual Consolidated Bank Islam Shares held by our Company after the completion of the Proposed Distribution and Capital Repayment.
For illustrative purposes only, based on the total enlarged number of BHB Shares after the Proposed Placement (assuming the Illustrative Issue Price) of 2,075,872,736 and the total number of Bank Islam Shares in issue as at the LPD of 2,600,366,367, the Proposed Consolidation will involve the consolidation of every 1.2526 existing Bank Islam Shares into one (1) Consolidated Bank Islam Share.
Fractional entitlements arising from the Proposed Consolidation, if any, will be disregarded and dealt with in such manner as the board of directors of Bank Islam, in its absolute discretion deem fit and expedient, and in the best interest of Bank Islam.
For the avoidance of doubt, the Proposed Consolidation is not subject to the approval of the shareholders of BHB.
13 13 2.4.3 Proposed Distribution of STMKB Shares
The basis for the Proposed Distribution of STMKB Shares can only be determined by our Board at a later date, after taking into consideration the total number of STMKB Shares held by our Company and the enlarged share capital of BHB before the implementation of the Proposed Distribution of STMKB Shares.
For illustrative purposes only, based on the assumed enlarged number of BHB Shares after the Proposed Placement (assuming the total number of Placement Shares to be issued is 222,222,222 BHB Shares) of 2,075,872,736 and the total number of STMKB Shares held by our Company as at the LPD of 491,550,925, the Proposed Distribution of STMKB Shares will involve the distribution of one (1) STMKB Share for every 4.2231 BHB Shares held by the Distribution Entitled Shareholders.
Fractional entitlements and the residual STMKB Shares held by our Company arising from the Proposed Distribution of STMKB Shares, if any, will be dealt with in such manner as our Board, in its absolute discretion deems fit and expedient, and in the best interest of BHB.
2.4.4 Information on STMKB
STMKB was incorporated in Malaysia on 29 November 1984 under the Companies Act 1965 under the name of Syarikat Takaful Malaysia Berhad and is deemed registered under the Act as a public limited company.
As at the LPD, the issued share capital of STMKB is RM211.9 million comprising 830,433,122 STMKB Shares.
STMKB and its subsidiaries (“STMKB Group”) are principally involved in investment holding, managing family and general takaful and retakaful business.
As at the LPD, the directors of STMKB are Dato’ Mohammed Haji Che Hussein, Datuk Bazlan Osman, Mohd Azman Sulaiman, Suraya Hassan, Mustaffa Ahmad, Mohamad Salihuddin Ahmad.
As at the LPD, STMKB is a 59.2%-owned subsidiary of BHB.
Based on the audited consolidated financial statements of STMKB for the FYE 31 December 2019, the total equity of STMKB as at 31 December 2019 is RM1,222.9 million and the consolidated profit after tax and zakat of STMKB for the FYE 31 December 2019 is RM366.3 million.
2.4.5 Obligation of LTH pursuant to the Rules in connection with the Proposed Distribution and Capital Repayment
Based on the shareholding of LTH in our Company as at the LPD and assuming that LTH does not participate in the Proposed Placement or subscribe to any BHB shares arising from any dividend reinvestment plan of BHB, pursuant to the Proposed Distribution and Capital Repayment, the direct shareholding of LTH in Bank Islam will increase from nil to approximately 47.5%. It is expected that LTH will, at all times, observe and ensure compliance with the applicable provisions of the Malaysian Code on Take-overs and Mergers and the Rules, and seek the necessary exemption from the SC from the obligation to undertake a mandatory take-over offer for the remaining voting shares in Bank Islam not already owned by LTH after the Proposed Distribution and Capital Repayment under Paragraph 4.13 of Part B of the Rules and Section 219 of the CMSA.
14 14
The direct shareholding of LTH in STMKB is not expected to increase to more than 33.0%. As such, LTH is not expected to seek an exemption from the SC from the obligation to undertake a mandatory take-over offer for the remaining voting shares in STMKB not already owned by LTH after the Proposed Distribution and Capital Repayment under Paragraph 4.01 of Part B of the Rules and Section 219 of the CMSA.
2.5 Proposed Transfer of Listing
After the completion of the Proposed Distribution and Capital Repayment, Bank Islam will assume the listing status of our Company. Accordingly, Bank Islam will be admitted to the Official List of Bursa Securities in place of BHB, with the listing of and quotation for the entire Consolidated Bank Islam Shares on the Main Market of Bursa Securities.
For illustrative purposes only, the theoretical adjusted price of the Consolidated Bank Islam Shares on the first day of the admission of Bank Islam on the Main Market of Bursa Securities assuming the placement of 222,222,222 Placement Shares, is set out below:
Closing / Actual / Theoretical Theoretical adjusted market No. of shares price per share capitalisation RM RM BHB Shares as at the LPD 1,853,650,514 4.02 7,451,675,066 STMKB shares as at the LPD 830,433,122 4.26 3,537,645,100 (B) BHB Shares after the Proposed 2,075,872,736 3.98 8,251,675,066 (C) Placement Consolidated Bank Islam Shares 2,075,872,736 2.97 6,157,389,167 after the Proposed Distribution & Capital Repayment (upon the Proposed Transfer of Listing)
The above theoretical adjusted price for the Consolidated Bank Islam Share on the first day of the admission of Bank Islam on the Main Market of Bursa Securities is arrived at based on the following:
Market capitalisation of BHB after the Proposed Placement, i.e. C(1) (Market capitalisation of STMKB as at the LPD, i.e. B X 59.2%(2)) Number of Consolidated Bank Islam Shares(3)
Notes:
(1) Calculated as the market capitalisation of BHB as at the LPD plus the Intended Gross Proceeds;
(2) Being the interests held by our Company in STMKB as at the LPD; and
(3) Assuming the consolidation of Bank Islam Shares to match the number of BHB Shares in issue after the Proposed Placement.
15 15
3 CORPORATE AND SHAREHOLDING STRUCTURE BEFORE AND AFTER THE PROPOSALS
The corporate and shareholding structure of the BHB Group before and after the Proposals are as follows
As at the LPD
Other EPF PNB ASB LTH shareholders
53.1%^ 13.1%^ 5.3%^ 8.0%^ 20.5%
BHB
59.2% 100.0% 100.0% 100.0%
BIMB Sec STMKB* Bank Islam* SASB Holdings 49.0%
51.0%
BIMB Sec*
After the Proposed Placement(1), Proposed SOA and Proposed Internal Reorganisation
Other LTH EPF PNB ASB shareholders
47.5%^ 11.7%^ 4.7%^ 7.1%^ 29.0%
BHB
59.2% 100.0%
STMKB* Bank Islam*
100.0% 100.0%
BIMB Sec SASB Holdings 49.0% 51.0%
BIMB Sec*
16 16
After the Proposed Distribution and Capital Repayment and Proposed Transfer of Listing After the Proposed Distribution and Capital Repayment and Proposed Transfer of Listing
Other LTH EPF PNB ASB Other PNB ASB shareholders LTH EPF shareholders
% in STMKB 28.1% 12.5%(2) 4.0%(3) 4.2% 51.2% (2) (3) % in BankSTMKB Islam 47.5%28.1% 12.5%11.7% 4.0%4.7% 7.1%4.2% 29.0%51.2% 47.5% % in Bank Islam 11.7% 4.7% 7.1% 29.0%
STMKB* Bank Islam* STMKB* Bank Islam*
100.0% 100.0% 100.0% 100.0% 100.0% 100.0% BIMB Sec BHB SASB BIMB Sec BHB SASB Holdings Holdings 49.0% 49.0%
51.0% 51.0%
BIMB Sec* BIMB Sec*
For the avoidance of doubt, the Proposed SOA and Proposed Transfer of Listing will not have anyFor theeffect avoidance on the corporate of doubt, and the shareholdingProposed SOA structure. and Proposed Transfer of Listing will not have any effect on the corporate and shareholding structure.
Notes: Notes: ^ Direct shareholding only ^ Direct shareholding only * Holds other subsidiaries * Holds other subsidiaries (1) Assuming none of the substantial shareholders of our Company participates in the Proposed (1) Placement. Assuming none of the substantial shareholders of our Company participates in the Proposed Placement. (2) Includes the direct equity interest of EPF in STMKB as at the LPD amounting to approximately (2) 5.6%. Includes the direct equity interest of EPF in STMKB as at the LPD amounting to approximately 5.6%. (3) Includes the direct equity interest of PNB in STMKB as at the LPD amounting to approximately (3) 1.2%. Includes the direct equity interest of PNB in STMKB as at the LPD amounting to approximately 1.2%.
4 RATIONALE FOR THE PROPOSALS 4 RATIONALE FOR THE PROPOSALS
4.1 Proposed Placement 4.1 Proposed Placement
The Proposed Sukuk Redemption is a prelude to the reorganisation of the BHB Group The Proposed Sukuk Redemption is a prelude to the reorganisation of the BHB Group prior to the Proposed Distribution and Capital Repayment and Proposed Transfer of prior to the Proposed Distribution and Capital Repayment and Proposed Transfer of Listing as our Company will no longer have operating and income-generating assets Listing as our Company will no longer have operating and income-generating assets following the Proposed Internal Reorganisation and Proposed Distribution and Capital following the Proposed Internal Reorganisation and Proposed Distribution and Capital Repayment. Repayment.
In any event, the Proposed Sukuk Redemption is expected to give rise to finance cost In any event, the Proposed Sukuk Redemption is expected to give rise to finance cost savings of approximately RM55.1 million per annum based on the yield to maturity rate savings of approximately RM55.1 million per annum based on the yield to maturity rate of approximately 6.25% per annum. of approximately 6.25% per annum.
After due consideration of the various funding methods, our Board is of the view that After due consideration of the various funding methods, our Board is of the view that the Proposed Placement is the most appropriate means to raise the requisite funds for the Proposed Placement is the most appropriate means to raise the requisite funds for the Proposed Sukuk Redemption as: the Proposed Sukuk Redemption as:
(i) it enables the BHB Group to raise the funds without having to incur finance cost (i) it enables the BHB Group to raise the funds without having to incur finance cost or principal repayment as compared to other modes of Islamic financing or or principal repayment as compared to other modes of Islamic financing or issuance of Islamic debt securities; and issuance of Islamic debt securities; and
17 17 (ii) it is an expeditious way to raise funds from the capital market as opposed to a pro-rata issuance of securities (such as a rights issue) which is more time consuming and costly.
Maybank IB and BIMB Sec have been appointed as Joint Placement Agents for the Proposed Placement.
The Company has not undertaken any other equity fund-raising exercises in the past 12 months before 11 December 2019, being the date of the announcement of the Proposed Private Placement.
4.2 Proposed SOA
The Proposed SOA provides an avenue for the Warrantholders to immediately realise their investment in the Warrants at the Warrants Consideration which has been fixed at RM0.38 per Warrant. The five (5)-day VWAP of the Warrants up to and including the LPD is RM0.31. However, based on the exercise price of the Warrants of RM4.72, the Warrants are out-of-the-money based on the closing price of the BHB Shares as at the LPD of RM4.02.
The Company is of the view that the Proposed SOA is fair and reasonable to the Warrantholders based on the following reasons:
(i) the Warrants have been out-of-the-money and traded thinly over the past three years prior to the announcement on the revision of the Warrants Consideration on 29 January 2021, as illustrated in the charts below;
Warrants price in the past three years (2018 – 2021)
Source: Bloomberg as at 17 February 2021
BHB Shares price in in the past three years (2018 – 2021)
Source: Bloomberg as at 17 February 2021
18 (ii) the Proposed SOA offers the Warrantholders opportunity to realise their investment in the Warrants at a guaranteed amount in cash as opposed to an exchange of new warrants in Bank Islam which does not offer any guarantee on the minimum market value of the replacement warrant as this will be subject to, among others, the market price and performance of the underlying Bank Islam Shares post the admission of Bank Islam to the Official List of Bursa Securities and the exercise price of the replacement warrant;
(iii) the Warrantholders will receive the Warrants Consideration immediately pursuant to the Proposed SOA as opposed to realising the replacement warrants at a value equal to or no less than the Warrants Consideration at a later date taking into account time value of money as well as the opportunity cost for reinvestment using the proceeds to be received from the Warrants Consideration;
(iv) the Warrants Consideration was fixed based on the five (5)-day VWAP of the Warrants immediately preceding the Warrants Consideration Price-Fixing Date, which takes into account prevailing market prices of the Warrants and after taking into consideration the availability of our Group’s internal cash reserves to fund the Warrants Consideration; and
(v) the Proposed SOA will fully address the outstanding Warrants prior to the implementation of the Proposed Distribution and Capital Repayment.
4.3 Proposed Internal Reorganisation
The Proposed Internal Reorganisation is undertaken to streamline the other businesses of our Company under Bank Islam as a prelude to the Proposed Distribution and Capital Repayment and Proposed Transfer of Listing. The Proposed Internal Reorganisation is essential to simplify the shareholding structure and corporate structure of the BHB Group. Fewer layers in the corporate structure will help to enhance the supervision and efficiency of the new Bank Islam Group and facilitate the positioning of Bank Islam to become the frontrunner of the new banking group.
4.4 Proposed Distribution and Capital Repayment
Our Company intends to cease our role as the financial holding company for both Bank Islam and STMKB following the latest capital requirements imposed by BNM for financial holding companies pursuant to the Capital Adequacy Framework for Islamic Banks (Capital Requirements) that came into effect on 1 January 2019 as well as the capital requirements under Basel III.
Therefore, the Proposed Distribution and Capital Repayment is undertaken to facilitate the distribution of our entire shareholdings in Bank Islam and STMKB respectively to the Distribution Entitled Shareholders to enable them to participate directly in the equity and future growth of the new Bank Islam Group and STMKB. Through their direct exposure in Bank Islam and STMKB, the Distribution Entitled Shareholders can manage their investment exposure or rebalance their portfolios in banking and takaful industries according to their own investment objectives.
With the Proposed Distribution and Capital Repayment, it is expected that the new group structure will be able to achieve potential earnings accretion through elimination of or minimisation of resource and infrastructure duplication as well as reducing the complexity of group risk management. Further, Bank Islam will also be accorded with full autonomy in undertaking and pursuing its corporate and business strategies, as well as adopting its own capital management initiatives as a pure-play full-fledged Islamic financial institution.
Concurrent with the implementation of the Proposed Distribution and Capital Repayment, our Company will issue two (2) new BHB Shares to Bank Islam such that our Company will become a wholly-owned subsidiary of Bank Islam.
19 19 4.5 Proposed Transfer of Listing
The Proposed Transfer of Listing will enable Bank Islam to assume the listing status of our Company upon completion of the Proposed Internal Reorganisation and Proposed Distribution and Capital Repayment. Following therefrom, Bank Islam will emerge as the first pure-play full-fledged Islamic financial institution to be listed in the region, which will enhance its corporate stature and augurs well to local and foreign investors. This will allow Bank Islam to better position itself in the Islamic finance and Islamic capital market and capitalise on the growth of both markets in its efforts to expand its customer base.
The Proposed Transfer of Listing will also enable Bank Islam to gain direct access to the equity capital market for its fund raising activities to support its organic growth and provide an opportunity for investors to invest directly in Bank Islam via an investment in new Bank Islam Shares.
The Proposed Transfer of Listing will also enhance the corporate governance of the new Bank Islam Group as Bank Islam will also be subject to the guidelines, requirements, rules and regulations of Bursa Securities and the SC as a public listed company, in addition to that of BNM.
5. EFFECTS OF THE PROPOSALS
The Proposed Transfer of Listing will not have any effect on the share capital, consolidated NA per share, gearing, earnings, EPS and shareholdings of the substantial shareholders of our Company and Bank Islam.
The proforma effects of the Proposed Placement, Proposed SOA, Proposed Internal Reorganisation and Proposed Distribution and Capital Repayment have been illustrated based on the following assumptions:
(i) the Proposed Placement is implemented in a single tranche involving 222,222,222 Placement Shares to raise the Intended Gross Proceeds based on the Illustrative Issue Price; and
(ii) none of the Warrants are exercised prior to the Warrants Scheme Entitlement Date since the Warrants are out-of-the-money as at the LPD.
Our Board wishes to emphasise that the Illustrative Issue Price should not be taken as an indication or reference to the final Issue Price(s) which will only be determined and announced by our Board on the Placement Price-Fixing Date(s).
5.1 BHB
5.1.1 Share capital
The Proposed SOA and Proposed Internal Reorganisation will not have any effect on the share capital of our Company.
20 20 The proforma effects of the Proposed Placement and Proposed Distribution and Capital Repayment on the share capital of our Company is as follows:
No. of BHB Shares RM ’000 ’000 As at the LPD 1,853,651 4,617,787 To be issued pursuant to the Proposed Placement 222,222 800,000 2,075,873 5,417,787 To be cancelled pursuant to the Proposed Distribution (2,075,873) (5,417,787) and Capital Repayment - - To be issued to Bank Islam * * After the Proposals * *
Note:
* Comprising two (2) BHB Shares.
21 21 5.1.2 NA, NA per BHB Share and gearing
The Proposed Internal Reorganisation will not have any effect on the consolidated NA per BHB Share and gearing of the BHB Group.
For illustration purposes only, based on the latest audited consolidated statement of financial position of BHB as at 31 December 2019 and on the assumption that the Proposed Placement, Proposed SOA and Proposed Distribution and Capital Repayment had been completed on that date, the proforma effects of the Proposed Placement, Proposed SOA and Proposed Distribution and Capital Repayment on the consolidated NA per BHB Share and gearing of the BHB Group are as follows:
(I) (II) (III) (IV)
(13)After (III) and the Proposed Audited as at (1)Adjustments for After (I) and the After (II) and the Distribution and 31 December 2019 subsequent events Proposed Placement Proposed SOA Capital Repayment RM’000 RM’000 RM’000 RM’000 RM’000 Share capital 4,307,819 (2)4,617,787 5,417,787 5,417,787 (7)- Reserves 1,586,613 (3)1,320,071 (4)1,304,048 (6)1,141,897 (7)102,894 Equity 5,894,432 5,937,858 6,721,835 6,559,684 102,894 attributable to the owners of BHB Non-controlling 523,711 523,711 523,711 523,711 - interests Total equity 6,418,143 6,461,569 7,245,546 7,083,395 102,894
No. of BHB Shares 1,764,283 (2)1,853,651 2,075,873 2,075,873 (8)- in issue (’000) NA per BHB Share 3.34 3.20 3.24 3.16 51,447,196.58 (RM)(9) Total borrowings(10) 2,139,666 2,139,666 (5)1,258,573 1,258,573 (12)- Gearing (times)(11) 0.36 0.36 0.19 0.19 -
22
22
Notes:
(1) For illustration purposes, Pro Forma (I) includes the impact of significant events or transactions completed from 1 January 2020 up to the LPD that are of an integral part of the Proposals.
(2) After taking into account:
(a) issuance of 28,381,100 new BHB Shares at an issue price of RM3.68 each pursuant to the dividend reinvestment plan for interim dividend for the FYE 31 December 2019 BHB 2019 Interim Dividend ; and
(b) issuance of 60,986,700 new BHB Shares at an issue price of RM3.37 eac BHB 2020 Interim Dividend .
(3) After deducting RM225.9 million pursuant to BHB 2020 Interim Dividend and dividend payment of RM40.7 million by STMKB to non-controlling interests pursuant to its STMKB 2020 Interim Dividend
(4) After deducting the indicative BHB Sukuk redemption premium of approximately RM16.0 million pursuant to the Proposed Sukuk Redemption (based on the estimated redemption amount on 31 December 2019 of approximately RM897.1 million).
(5) After taking into consideration the repayment of the BHB Sukuk based on its carrying value as at 31 December 2019 amounting to approximately RM881.1 million pursuant to the Proposed Sukuk Redemption.
(6) After taking into consideration the payment of the Warrants Consideration of approximately RM162.2 million pursuant to the Proposed SOA.
(7) After taking into account the Proposed Distribution and Capital Repayment implemented via:
(a)
(b) STMKB Group; and
(c) estimated expenses relating to the Proposals to be borne by BHB of approximately RM31.9 million.
(8) After cancellation of all BHB Shares and issuance of two (2) new BHB Shares to Bank Islam.
(9) Computed based on equity attributable to the owners of BHB divided by the number of BHB Shares in issue.
(10) Comprises BHB sukuk liabilities subordinated sukuk Murabahah.
(11) Computed based on total borrowings divided by equity attributable to the owners of BHB.
(12) Excluding omes a wholly-owned subsidiary of Bank Islam concurrent with the completion of the Proposed Distribution and Capital Repayment.
23
23 (13) For clarification purposes, in accordance with the International Standard on Assurance Engagement, the Pro forma Consolidated Statement of Financial Position of BHB as at 31 December 2019 in Appendix VIII of this Circular & Explanatory Statement excludes the impact of the subsequent events or transactions as illustrated in Pro Forma (I) above as the said subsequent events or transactions are not directly attributable to the Proposals.
The reconciliation of balances as disclosed in Pro Forma (IV) above and the Pro forma Consolidated Statement of Financial Position of BHB as at 31 December 2019 as set out in Appendix VIII of this Circular & Explanatory Statement is set out below:
Share Capital Reserves RM’000 RM’000 As disclosed in Pro Forma (IV) above - 102,894
Reconciliation adjustment: - (a)(104,442) - BHB 2019 Interim Dividend (b)(205,525) (b) 225,876 - BHB 2020 Interim Dividend (c) (c) - Adjustment for BHB 2020 Interim Dividend 205,525 (205,525) - STMKB 2020 Interim Dividend - (d) 40,666
As disclosed in the Pro forma Consolidated Statement of Financial Position of BHB as set out - 59,469 in Appendix VIII of this Circular & Explanatory Statement
Notes:
(a) Reversal of BHB 2019 Interim Dividend paid after 31 December 2019 and the corresponding reduction in BHB’s share capital and reserves pursuant to the Proposed Distribution and Capital Repayment against retained profits instead of share capital, as the total dividend had previously been deducted from equity in FYE 31 December 2019 financial statements.
(b) Reversal of BHB 2020 Interim Dividend of RM225.9 million paid after 31 December 2019, of which RM205.5 million was reinvested into share capital of the Company pursuant to the dividend reinvestment plan and the balance of RM20.4 million paid in cash.
(c) The impact of the reduction in BHB’s share capital and reserves on BHB 2020 Interim Dividend’s reinvested portion of RM205.5 million pursuant to the Proposed Distribution and Capital Repayment against retained profits instead of share capital.
(d) Reversal of STMKB 2020 Interim Dividend paid to non-controlling interest after 31 December 2019 amounting to RM40.7 million. No adjustment required for the portion paid by STMKB to BHB amounting to RM59.0 million, as intercompany transactions are eliminated at BHB Group level.
24
24 5.1.3 Earnings and EPS
The Proposed SOA and Proposed Internal Reorganisation will not have any effect on the consolidated earnings and EPS of our Company.
The Proposed Placement is expected to contribute positively to the earnings of the BHB Group, primarily from the savings in finance cost arising from the Proposed Sukuk Redemption. However, there will be an immediate dilution in the consolidated EPS of our Company as a result of the increase in the number of BHB Shares in issue upon completion of the Proposed Placement.
After the completion of the Proposed Distribution and Capital Repayment, our Company will cease to consolidate the financial results of Bank Islam, STMKB and the Identified Subsidiaries and our Company will in turn become a wholly-owned subsidiary of Bank Islam thereafter.
25 25
5.1.4
The Proposed SOA and Proposed Internal Reorganisation will not have any effect on the shareholding of the substantial shareholders of our Company.
t will depend on their participation in the Proposed Placement and may increase if they are successful in the bookbuilding exercise. Assuming none of the substantial shareholders of our Company participates in the Proposed Placement, the effect of the Proposed Placement on the shareholding of the substantial shareholders of our Company is as follows:
As at the LPD After the Proposed Placement Direct Indirect Direct Indirect No. of No. of No. of No. of BHB Shares % BHB Shares % BHB Shares % BHB Shares %
LTH 985,114 53.1 - - 985,114 47.5 - - EPF 243,598 13.1 - - 243,598 11.7 - - ASB 148,332 8.0 - - 148,332 7.1 - - PNB 97,366 5.3 - - 97,366 4.7 - - Yayasan Pelaburan Bumiputera(1) - - 97,366 5.3 - - 97,366 4.7
Notes:
(1) Deemed interest via its shareholding of 100% less one share of PNB by virtue of Section 8(4) of the Act.
(2) As disclosed in Section 2.1.2 of this Circular & Explanatory Statement, we will be seeking your approval at the forthcoming EGM for the placement of up to 222,222,222 Placement Shares to LTH, EPF, PNB and/or persons connected to them respectively. For illustration purposes only, assuming each of the Major Shareholder subscribes for the entire 222,222,222 Placement Shares separately without the other 2 remaining Major Shareholders participating in the Maximum Placement Allocation Placement will be as follows:
26
26 After Maximum Placement Allocation Direct Indirect No. of BHB Shares % No. of BHB Shares % ‘000 ‘000 LTH 1,207,336 58.2 - - EPF 465,820 22.4 - - PNB Group* 531,409 25.6 - -
* Assuming collective subscription of the Maximum Placement Allocation by PNB, ASB and funds under PNB’s management.
The Shareholders of our Company will cease to be our Shareholders after the Proposed Distribution and Capital Repayment and will hold the Consolidated Bank Islam Shares and STMKB Shares instead in proportion to their respective shareholding in our Company as at the Distribution Entitlement Date. Our Company will eventually become a wholly-owned subsidiary of Bank Islam after the Proposed Distribution and Capital Repayment upon issuance of two (2) new BHB Shares to Bank Islam.
27
27
5.1.5 Convertible securities
As at the LPD, our Company has 426,715,078 outstanding Warrants. The Warrants will be cancelled in exchange for payment of the Warrants Consideration pursuant to the Proposed SOA.
Save for the above, our Company does not have any other convertible securities in issue as at the LPD.
5.2 Bank Islam
5.2.1 Share capital
The Proposed Placement, Proposed SOA, Proposed Internal Reorganisation and Proposed Distribution and Capital Repayment will not have any effect on the share capital of Bank Islam.
The proforma effect of the Proposed Consolidation on the share capital of Bank Islam is as follows:
No. of Bank Islam Shares RM
As at the LPD 2,600,366 3,306,118 To be consolidated pursuant to the Proposed (524,493) - Consolidation(1) After the Proposed Consolidation 2,075,873 3,306,118
Note:
(1) Assuming consolidation of the outstanding Bank Islam Shares as at the LPD to reflect the number of BHB Shares in issue after the completion of the Proposed Placement.
28 28
5.2.2 NA, NA per Bank Islam Share and gearing
The Proposed Placement, Proposed SOA and Proposed Distribution and Capital Repayment will not have any effect on the consolidated NA per Bank Islam Share and gearing of the Bank Islam Group.
For illustration purposes only, based on the latest audited consolidated statement of financial position of Bank Islam as at 31 December 2019 and on the assumption that the Proposed Internal Reorganisation and Proposed Consolidation had been completed on that date, the proforma effects of the Proposed Internal Reorganisation and Proposed Consolidation on the consolidated NA per Bank Islam Share and gearing of the Bank Islam Group are as follows:
(I) (II) (III) (8)After the Proposed (1)Adjustments for After the Proposed Distribution Audited as at subsequent Internal and Capital 31 December 2019 events Reorganisation Repayment
Share capital 3,012,368 (2)3,306,118 3,306,118 3,306,118 Reserves 2,702,085 (2)2,408,334 (3)2,409,289 (4)2, 512,184 Equity attributable to the owners of 5,714,453 5,714,452 5,715,407 5,818,302 Bank Islam Non-controlling interests - - - - Total equity 5,714,453 5,714,452 5,715,407 5,818,302
No. of Bank Islam Shares in issue 2,509,982 (2)2,600,366 2,600,366 2,075,873
NA per Bank Islam Share (RM)(5) 2.28 2.20 2.20 2.80 Total borrowings(6) 1,308,694 1,308,694 1,308,694 1,308,694 Gearing (times)(7) 0.23 0.23 0.23 0.22
Notes:
(1) For illustration purposes, Pro Forma (I) includes the impact of significant events or transactions completed from 1 January 2020 up to the LPD that are of an integral part of the Proposals.
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29
(2) After taking into account the following:
(a) Bank Islam 2019 Final Dividend and subsequent issuance of 46,724,000 new Bank Islam Shares at RM3.25 each via dividend reinvestment plan; and
(b) Bank Islam 2020 Interim Dividend and subsequent issuance of 43,660,667 of new Bank Islam Shares at RM3.25 each via dividend reinvestment plan .
(3) After taking into account the following:
(a) merger reserve from the acquisition of BIMB Sec and BIMB Sec Holdings of approximately RM1.9 million; and
(b) estimated expenses relating to the Proposals of approximately RM1.0 million to be borne by Bank Islam.
(4) After taking into account the subscription of two (2) new BHB shares by Bank Islam concurrent with the completion of the Proposed Distribution and Capital Repayment and accordingly, the consolidation of
(5) Computed based on equity attributable to the owners of Bank Islam divided by the number of Bank Islam Shares in issue.
(6) Comprises Bank Islam sukuk liabilities only.
(7) Computed based on total borrowings divided by equity attributable to the owners of Bank Islam.
30
30 (8) For clarification purposes, in accordance with the International Standard on Assurance Engagement, the Pro forma Consolidated Statement of Financial Position of Bank Islam as at 31 December 2019 in Appendix VIII of this Circular & Explanatory Statement excludes the impact of the subsequent events or transactions as illustrated in Pro Forma (I) above as the said subsequent events or transactions are not directly attributable to the Proposals.
The reconciliation of balances as disclosed in Pro Forma (III) above and the Pro forma Consolidated Statement of Financial Position of Bank Islam as at 31 December 2019 as set out in Appendix VIII of this Circular & Explanatory Statement is set out below:
Share Capital Reserves RM’000 RM’000 As disclosed in Pro Forma (III) above 3,306,118 2,512,184
Reconciliation adjustments: - Bank Islam 2019 Final Dividend and Bank Islam 2020 Interim Dividend (a)(293,750) (a)293,750 Adjustments relating to BHB: - BHB 2019 Interim Dividend - (b)(104,442) - BHB 2020 Interim Dividend (b)(205,525) (b)225,876 - Adjustment for BHB 2020 Interim Dividend (b)205,525 (b)(205,525) - STMKB 2020 Interim Dividend - (b)40,666
As disclosed in the Pro forma Consolidated Statement of Financial Position of Bank 3,012,368 2,762,509 Islam as set out in Appendix VIII of this Circular & Explanatory Statement
Notes:
(a) Payment of Bank Islam 2019 Final Dividend and Bank Islam 2020 Interim Dividend to BHB paid after 31 December 2019.
(b) Adjustments relating to BHB which are recognised in Bank Islam’s consolidated statement of financial position pursuant to the consolidation of BHB by Bank Islam post the Proposed Distribution and Capital Repayment. Detailed explanation are as set out in note 13 of Section 5.1.2 of this Circular.
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31 5.2.3 Earnings and EPS
The Proposed Placement and Proposed SOA will not have any effect on the consolidated earnings and EPS of Bank Islam.
After the completion of the Proposed Internal Reorganisation and Proposed Distribution and Capital Repayment, Bank Islam will consolidate the financial results of the Identified Subsidiaries and our Company respectively.
The Proposed Consolidation which will be implemented after the Proposed Internal Reorganisation will result in a proportionate increase in Bank Islam's consolidated EPS as a result of the reduction in the number of Bank Islam Shares in issue pursuant to the Proposed Consolidation.
5.2.4 Substantial shareholders’ shareholding
The Proposed Placement, Proposed SOA, Proposed Internal Reorganisation and Proposed Consolidation will not have any effect on the shareholding of our Company in Bank Islam save that the number of Bank Islam Shares held by our Company will be reduced pursuant to the Proposed Consolidation.
Upon completion of the Proposed Distribution and Capital Repayment, Bank Islam will cease to be a wholly-owned subsidiary of our Company and the shareholding structure of Bank Islam after the Proposed Distribution and Capital Repayment will reflect the shareholding structure of our Company as at the Distribution Entitlement Date in terms of percentage shareholding.
5.2.5 Convertible securities
Bank Islam does not have any convertible securities in issue as at the LPD.
6. APPROVALS REQUIRED
The Proposals are subject to the following approvals being obtained:
(a) BNM for the following, which was obtained via a letter dated 8 December 2020 upon the terms as specified therein, as follows:
(i) proposed increase in the share capital of our Company pursuant to the Proposed Placement;
(ii) proposed acquisition of equity interest of 5% or more in our Company for any investors, or proposed acquisition of equity interest exceeding multiple of 5% as previously approved by BNM in our Company for any existing Shareholders (as the case may be) pursuant to the Proposed Placement;
(iii) proposed acquisition of the Identified Subsidiaries by Bank Islam pursuant to the Proposed Internal Reorganisation and proposed acquisition of our Company by Bank Islam following the Proposed Distribution and Capital Repayment;
(iii) proposed acquisition of equity interest of 5% or more in Bank Islam and/or STMKB for any investors, or proposed acquisition of equity interest exceeding multiple of 5% as previously approved by BNM in Bank Islam and/or STMKB for any existing shareholders (as the case may be) pursuant to the Proposed Distribution and Capital Repayment; and
32 32 (b) Minister of Finance (on recommendation by BNM) for the following, which was obtained via a letter dated 8 December 2020:
(i) dilution of LTH’s shareholding in our Company to below 50% after the Proposed Placement upon the terms as specified therein; and
(ii) proposed disposal by our Company of our interest in Bank Islam, STMKB and STMAB pursuant to the Proposed Distribution and Capital Repayment;
(c) the SC for the following:
(i) change of controller of BIMB Sec, being a holder of the Capital Markets Services Licence issued by the SC, pursuant to the Proposed Internal Reorganisation; and
(ii) exemption from a mandatory take-over offer obligation for the remaining voting shares in Bank Islam not already owned by LTH after the Proposed Distribution and Capital Repayment, which was obtained on 26 February 2021;
(d) Bursa Securities for the following, which was obtained via a letter dated 22 February 2021:
(i) listing of and quotation for up to 222,222,222 Placement Shares on the Main Market of Bursa Securities pursuant to the Proposed Placement; and
(ii) admission of Bank Islam to the Official List of Bursa Securities and the listing of and quotation for the entire Consolidated Bank Islam Shares on the Main Market of Bursa Securities, under the ‘Financial Services’ sector, in place of BHB pursuant to the Proposed Transfer of Listing,
which was subject to the following conditions being fulfilled by BHB / Bank Islam and Maybank IB respectively:
Condition imposed Status of compliance
(1) BHB and Maybank IB must fully comply To be complied. with the relevant provisions under the Listing Requirements pertaining to the implementation of the Proposed Placement;
(2) Maybank IB to inform Bursa Securities upon To be complied. the completion of the Proposed Placement;
(3) Maybank IB to furnish Bursa Securities with To be complied. a written confirmation of its compliance with the terms and conditions of Bursa Securities' approval once the Proposed Placement is completed;
(4) Maybank IB to furnish a certified true copy of To be complied. the resolutions passed by the shareholders in general meeting approving the Proposed Placement, Proposed Internal Reorganisation, Proposed Distribution and Capital Repayment and Proposed Transfer of Listing;
33 33 Condition imposed Status of compliance (5) Payment of outstanding additional listing fee To be complied. and processing fee based on the market value of the Placement Shares to be listed, if applicable. In this respect the Company is required to furnish Bursa Securities a cheque drawn to the order of Bursa Malaysia Securities Berhad for the outstanding listing fee together with a copy of the details of the computation of the amount of fees payable;
(6) To make the relevant announcements To be complied. pursuant to Paragraph 8.2 of Practice Note 21 of the Listing Requirements;
(7) To notify Bursa Securities in writing 2 clear To be complied. market days prior to the crediting by Bursa Depository of the entire issued share capital of Bank Islam into the respective securities accounts;
(8) To furnish Bursa Securities with a letter To be complied. confirming that all approvals of the relevant authorities have been obtained together with a copy of each of all the said letters, including a copy of the certificate of lodgement of the court order sanctioning the scheme of arrangement after it has been filed with the Companies Commission of Malaysia;
(9) To furnish Bursa Securities with a letter of To be complied. compliance pursuant to Paragraph 2.12 of the Listing Requirements together with a copy of the duly executed Constitution of Bank Islam;
(10) To furnish Bursa Securities with a To be complied. confirmation that Paragraphs 15.02, 15.09 and 15.10 of the Listing Requirements have been duly complied with;
(11) To furnish Bursa Securities with a copy of the To be complied. schedule of distribution showing compliance to the public share spread requirements based on the enlarged issued share capital of Bank Islam on the first day of listing; and
(12) To incorporate the comments made in the Duly complied. draft circular to shareholders.
(e) our Shareholders at the forthcoming EGM for the following:
(i) Proposed Placement (including specific allocations to the respective Major Shareholders and/or persons connected to them);
(ii) Proposed Internal Reorganisation;
(iii) Proposed Distribution and Capital Repayment; and
(iv) Proposed Transfer of Listing;
34 34 (f) shareholder of Bank Islam, namely our Company, at an EGM to be convened for the following:
(i) Proposed Internal Reorganisation;
(ii) Proposed Consolidation; and
(iii) Proposed Transfer of Listing;
(g) our Warrantholders at the forthcoming CCM for the Proposed SOA;
(h) sanction of the High Court of Malaya for the Proposed SOA and Proposed Distribution and Capital Repayment;
(i) creditors and/or financiers of the BHB Group, Bank Islam Group and Identified Subsidiaries, if required; and
(j) any other relevant regulatory authorities and/or parties, if required.
For the avoidance of doubt, the Proposed SOA is not subject to our Shareholders’ approval at the forthcoming EGM.
7. INTER-CONDITIONALITY OF THE PROPOSALS
The Proposed Placement, Proposed SOA, Proposed Internal Reorganisation, Proposed Distribution and Capital Repayment and Proposed Transfer of Listing are not conditional upon each other, save for the following:
(i) the Proposed Distribution and Capital Repayment is conditional upon the Proposed Internal Reorganisation and Proposed Transfer of Listing; and
(ii) the Proposed Transfer of Listing is conditional upon the Proposed Internal Reorganisation and Proposed Distribution and Capital Repayment.
Each of the Proposals will only be able to be implemented after receipt of all approvals to be obtained as set out in Section 6 of this Circular & Explanatory Statement. The sanction of the High Court of Malaya for the Proposed Distribution and Capital Repayment and Bursa Securities’ approval for items 6(d)(ii) and (iii) above will be obtained after all other relevant approvals have been obtained.
For implementation of the Proposals, the Proposed Placement and Proposed SOA will be completed first, followed by the Proposed Internal Reorganisation, Proposed Distribution and Capital Repayment and Proposed Transfer of Listing.
Save for the above, the Proposals are not conditional upon any other corporate exercise/scheme of the Company.
35 35 8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO THEM
Save as disclosed below, none of our Directors, Major Shareholders and persons connected to them have any interest, direct or indirect, in the Proposals, save for their respective entitlements to the Proposed Distribution and Capital Repayment as shareholders of BHB, for which all other Distribution Entitled Shareholders are similarly entitled to:
(i) LTH is our Major Shareholder with 53.1% equity interest as at the LPD. As such, LTH is deemed interested in the proposed placement to LTH and/or persons connected to it pursuant to the Proposed Placement (“Proposed Placement to LTH”). Accordingly, LTH will abstain from voting in respect of its direct and/or indirect shareholding in the Company on the resolution pertaining to the Proposed Placement to LTH to be tabled at the forthcoming EGM. Further, LTH has undertaken that it will ensure that persons connected to it will abstain from voting in respect of their direct and/or indirect shareholdings in the Company on the resolution pertaining to the Proposed Placement to LTH to be tabled at the forthcoming EGM;
(ii) EPF is our Major Shareholder with 13.1% equity interest as at the LPD. EPF is deemed interested in the proposed placement to EPF and/or persons connected to it pursuant to the Proposed Placement (“Proposed Placement to EPF”). Accordingly, EPF will abstain from voting in respect of its direct and/or indirect shareholding in the Company on the resolution pertaining to the Proposed Placement to EPF to be tabled at the forthcoming EGM. Further, EPF has undertaken that it will ensure that persons connected to it will abstain from voting in respect of their direct and/or indirect shareholdings in the Company on the resolution pertaining to the Proposed Placement to EPF to be tabled at the forthcoming EGM;
(iii) PNB and the funds under its management (“PNB Group”) are our Major Shareholder with a collective holding of 16.7% equity interest as at the LPD. The PNB Group is deemed interested in the proposed placement to the PNB Group pursuant to the Proposed Placement (“Proposed Placement to PNB”). Accordingly, the PNB Group will abstain from voting in respect of their direct and/or indirect shareholdings in the Company on the resolution pertaining to the Proposed Placement to PNB to be tabled at the forthcoming EGM. Further, the PNB Group has undertaken that they will ensure that persons connected to them will abstain from voting in respect of their direct and/or indirect shareholdings in the Company on the resolution pertaining to the Proposed Placement to PNB to be tabled at the forthcoming EGM; and
(iv) Datuk Nik Mohd Hasyudeen Yusoff is nominated to our Board by LTH (“LTH Nominee Director”). As such, the LTH Nominee Director is deemed interested in the Proposed Placement to LTH. Accordingly, he has abstained and will continue to abstain from deliberating and voting at the relevant Board meetings of our Company in relation to the Proposed Placement to LTH and will also abstain from voting in respect of his direct and/or indirect shareholding, if any, at the forthcoming EGM on the resolution pertaining to the Proposed Placement to LTH. Further, he has undertaken to ensure that persons connected with him will abstain from voting in respect of their direct and/or indirect shareholdings in our Company on the resolution pertaining to the Proposed Placement to LTH to be tabled at the forthcoming EGM.
The LTH Nominee Director has also voluntarily abstained and will continue to abstain from deliberating and voting at the relevant Board meetings of our Company in relation to the Proposals, Proposed Placement to EPF and Proposed Placement to PNB in good governance. He will also abstain from voting in respect of his direct and/or indirect shareholding, if any, at the forthcoming EGM on the resolution pertaining to the Proposals, Proposed Placement to EPF and Proposed Placement to PNB.
The LTH Nominee Director does not have any direct or indirect shareholding in our Company as at the LPD.
36 36 9. DIRECTORS’ STATEMENT AND RECOMMENDATION
Our Board, save for the LTH Nominee Director who has voluntarily abstained, having considered all aspects of the Proposals, including the rationale and effects of the Proposals, is of the opinion that the Proposals are in the best interest of our Company.
Accordingly, our Board, save for the LTH Nominee Director who has voluntarily abstained, recommends that you vote in favour of the resolutions pertaining to the following:
(i) Proposed Placement, Proposed Internal Reorganisation, Proposed Distribution and Capital Repayment; and Proposed Transfer of Listing to be tabled at the forthcoming EGM; and
(ii) Proposed SOA to be tabled at the forthcoming CCM.
Our Board, save for the LTH Nominee Director who has abstained, after having considered all aspects of the Proposed Placement to LTH is of the opinion that the Proposed Placement to LTH is in the best interest of our Company. Accordingly, our Board, save for the LTH Nominee Director who has abstained, recommends that you vote in favour of the resolution pertaining to the Proposed Placement to LTH to be tabled at the forthcoming EGM.
Our Board, save for the LTH Nominee Director who has voluntarily abstained, after having considered all aspects of the Proposed Placement to EPF and Proposed Placement to PNB, is of the opinion that the Proposed Placement to EPF and Proposed Placement to PNB, are in the best interest of our Company. Accordingly, our Board, save for the LTH Nominee Director who has voluntarily abstained, recommends that you vote in favour of the resolutions pertaining to the Proposed Placement to EPF and Proposed Placement to PNB to be tabled at the forthcoming EGM.
10. SUBMISSION TO THE RELEVANT AUTHORITIES
Barring unforeseen circumstances, any outstanding applications to the relevant authorities in relation to the Proposals are expected to be made within six (6) months from the date of this Circular & Explanatory Statement.
11. CORPORATE EXERCISES/SCHEME ANNOUNCED BUT PENDING COMPLETION
Save for the Proposals, there are no other corporate exercises/scheme that have been announced but pending completion as at the LPD.
12. HISTORICAL SHARE PRICE
The monthly high and low market prices of BHB Shares as traded on the Main Market of Bursa Securities for the past 12 months up to February 2021 are as follows:
High Low RM RM 2020 March 3.73 2.82 April 3.40 3.14 May 3.72 3.13 June 3.68 3.38 July 3.65 3.37 August 3.70 3.30 September 3.61 3.38
37 37 High Low RM RM October 3.47 3.14 November 3.78 3.13 December 4.46 3.90
2021 January 4.38 3.98 February 4.28 3.84
Last transacted market price of BHB Shares on 10 4.30 December 2019, being the last trading day prior to the announcement of the Proposals
Last transacted market price of BHB Shares as at the 4.02 LPD (Source: Bloomberg)
13. TENTATIVE TIMETABLE
Barring any unforeseen circumstances and subject to the approvals as set out in Section 6 of this Circular & Explanatory Statement being obtained, the Proposals are expected to be completed in 3rd quarter of 2021, with the Proposed Placement and Proposed Distribution and Capital Repayment to be completed in 2nd quarter of 2021 and 3rd quarter of 2021 respectively.
The tentative timetable for the implementation of the Proposals is as follows:
Tentative timing Event
End March 2021 EGM/CCM
Mid April 2021 Listing and quotation of the Placement Shares on the Main Market of Bursa Securities
Completion of the Proposed Placement
Mid April 2021 Submission of application to the High Court for sanction of the Proposed SOA and Proposed Distribution and Capital Repayment
Mid May 2021 Receipt of order by the High Court sanctioning the Proposed SOA and Proposed Distribution and Capital Repayment
Mid June 2021 Announcement of the Warrants Scheme Entitlement Date
End June 2021 Last exercise date for the Warrants*
Suspension of trading for the Warrants
Warrants Scheme Entitlement Date
Mid July 2021 Signing of the SSA
Completion of the Proposed SOA and Proposed Internal Reorganisation
38 38 Tentative timing Event
End July 2021 Announcement of the Distribution Entitlement Date
Mid August 2021 Suspension of trading for the BHB Shares
Distribution Entitlement Date
End August 2021 Completion of the Proposed Distribution and Capital Repayment
Admission of Bank Islam to the Official List of the Main Market of Bursa Securities
Delisting of our Company from the Main Market of Bursa Securities
* no later than the eighth (8th) market day prior to the Warrants Scheme Entitlement Date
14. EGM AND CCM
The EGM and CCM, the Notices of which are enclosed with this Circular & Explanatory Statement, will all be conducted entirely on a virtual basis through live streaming and online remote voting via Remote Participation and Electronic Voting Facilities (“RPEV”). The virtual meeting via RPEV will be available at https://web.lumiagm.com, on Wednesday, 31 March 2021 at 10.00 a.m. for the purpose of considering the Proposals and if thought fit, passing the resolutions so as to give effect to the Proposals. Please follow the procedures provided in the Administrative Guide for the EGM and CCM in order to register, participate and vote remotely. The EGM will be held at 10.00 a.m. or any adjournment thereof.
The CCM for the Warrantholders will be held at 12.30 p.m., or immediately following the conclusion of the EGM, whichever is later, or any adjournment thereof.
If you are unable to attend and vote at the EGM and/or CCM, you may appoint a proxy or proxies to attend and vote on your behalf at the EGM and/or CCM. The instrument appointing a proxy (“Proxy Form”) must be deposited at the Registrar’s office in the following manner:-
a) by electronic means through the Boardroom Smart Investor Portal at https://www.boardroomlimited.my by logging in and select “E-PROXY LODGEMENT”; or
b) by hand or post to Boardroom Share Registrar Sdn Bhd at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor, Malaysia, not less than forty eight (48) hours before the time appointed for holding the EGM and/or CCM which is no later than 10.00 a.m. for EGM and 12.30 p.m. for CCM on Monday, 29 March 2021.
The lodging of a completed Proxy Form does not preclude a member/Warrantholder from attending and voting should the member/Warrantholder decides to do so. If the member/Warrantholder subsequently decided to attend the EGM and/or CCM, the member/Warrantholder is requested to revoke the earlier appointment of proxy by notifying Boardroom in writing, no later than 10.00 a.m. for EGM and 12.30 p.m. for CCM on Monday, 29 March 2021.
39 39 When the Shareholders and Warrantholders have given their respective approvals for the Proposed Distribution and Capital Repayment and Proposed SOA at the forthcoming EGM and CCM and when the Proposed Distribution and Capital Repayment and Proposed SOA are sanctioned by the High Court and become effective upon the terms and subject to the conditions thereunder, the Proposed Distribution and Capital Repayment will be binding on the Distribution Entitled Shareholders and the Proposed SOA will be binding on the Warrantholders, whether or not the Distribution Entitled Shareholders and Warrantholders were present at the EGM and/or CCM in person or by proxy or voted for or against the said resolution at the EGM and/or CCM or not voted at all.
For clarity, please note that the requisite majority for passing a resolution at the CCM is different from the requisite majority required for passing a special resolution at the EGM. In essence, the requisite majority for the CCM is a majority representing three-fourths in value of the Warrantholders present and voting either in person or by proxy at the meeting, whereas the requisite majority for EGM is a majority of not less than three-fourths in number or value, of the members present and voting either in person or by proxy at the meeting.
15. FURTHER INFORMATION
You are advised to refer to the appendix set out in this Circular & Explanatory Statement for further information.
Yours faithfully, For and on behalf of the Board BIMB HOLDINGS BERHAD
Tan Sri Haji Ambrin Buang Chairman/Independent Non-Executive Director
40 40 APPENDIX I
INFORMATION ON BHB
1. HISTORY AND BUSINESS
BHB is a public listed company incorporated on 20 March 1997 under the Companies Act 1965 (and deemed registered under the Act) in Malaysia.
Our Company is principally engaged in investment holding activities whilst our subsidiaries are primarily involved in Islamic banking business, managing family and general takaful, and stock- broking businesses. Please refer to Section 5 of this Appendix for the principal activities of our subsidiaries.
2. SHARE CAPITAL
As at the LPD, the authorised and issued share capital of our Company is RM4,617.8 million comprising 1,853,650,514 BHB Shares.
As at the LPD and save for the Warrants, our Company has not issued any convertible securities.
3. SUBSTANTIAL SHAREHOLDERS
The substantial shareholders of our Company (holding 5% or more) and their respective shareholdings in our Company as at the LPD are as follows:-
------Direct------ ------Indirect------ Substantial Country of No. of BHB No. of BHB shareholder incorporation Shares % Shares % LTH Malaysia 985,113,900 53.14 - - EPF Malaysia 243,598,001 13.14 - - ASB Malaysia 148,332,100 8.00 - - PNB Malaysia 97,365,503 5.25 - -
4. DIRECTORS
The Directors of our Company and their respective shareholdings in our Company as at the LPD are as follows:-
--Direct-- --Indirect-- No. of No. of BHB BHB Name Nationality Shares % Shares % Tan Sri Haji Ambrin bin Buang Malaysian - - Mohd Tarmidzi bin Ahmad Nordin Malaysian - - Noraini binti Che Dan Malaysian - - Datuk Nik Mohd Hasyudeen bin Yusoff Malaysian - - Zahari @ Mohd Zin Idris Malaysian - -
41 41 APPENDIX I APPENDIX I INFORMATION ON BHB (Cont’d) INFORMATION ON BHB (Cont’d) 5. SUBSIDIARIES AND ASSOCIATE COMPANIES 5. SUBSIDIARIES AND ASSOCIATE COMPANIES As at the LPD, our subsidiaries are as follows:- As at the LPD, our subsidiaries are as follows:- Effective Place of ownershipEffective Name incorporationPlace of ownershipinterest Principal activities Name incorporation interest Principal activities % % Bank Islam Malaysia Berhad Malaysia 100.00 Islamic banking business Bank Islam Malaysia Berhad Malaysia 100.00 Islamic banking business
Subsidiaries of Bank Islam Malaysia Berhad Subsidiaries of Bank Islam Malaysia Berhad BIMB Investment Management Malaysia 100.00 Managing Islamic Unit BerhadBIMB Investment Management Malaysia 100.00 TrustManaging Funds Islamic Unit Berhad Trust Funds Al-Wakalah Nominees (Tempatan) Malaysia 100.00 Provide nominee services Sdn.Al-Wakalah Bhd. Nominees (Tempatan) Malaysia 100.00 Provide nominee services Sdn. Bhd. Farihan Corporation Sdn. Bhd. Malaysia 100.00 Provide manpower for the Farihan Corporation Sdn. Bhd. Malaysia 100.00 provisionProvide manpower of servi cesfor thein theprovision relevant of areas services in the relevant areas Bank Islam Trust Company (Labuan) Malaysia 100.00 Provide services as LtdBank Islam Trust Company (Labuan) Malaysia 100.00 LabuanProvide registeredservices trustas Ltd companyLabuan registered trust company
Subsidiary of Bank Islam Trust Company (Labuan) Ltd Subsidiary of Bank Islam Trust Company (Labuan) Ltd BIMB Offshore Company Management Malaysia 100.00 Acts as resident corporate ServicesBIMB Offshore Sdn. Bhd. Company Management Malaysia 100.00 secretaryActs as resident and director corporate for Services Sdn. Bhd. offshoresecretary companies and director for offshore companies
Syarikat Takaful Malaysia Keluarga Malaysia 59.19 Family and General BerhadSyarikat Takaful Malaysia Keluarga Malaysia 59.19 TakafulFamily businessand General Berhad Takaful business
Subsidiaries of Syarikat Takaful Malaysia Keluarga Berhad Subsidiaries of Syarikat Takaful Malaysia Keluarga Berhad Syarikat Takaful Malaysia Am Berhad Malaysia 59.19 General Takaful business Syarikat Takaful Malaysia Am Berhad Malaysia 59.19 General Takaful business P.T. Syarikat Takaful Indonesia Indonesia 56.00 Investment holding P.T. Syarikat Takaful Indonesia Indonesia 56.00 Investment holding
Subsidiary of P.T. Syarikat Takaful Indonesia Subsidiary of P.T. Syarikat Takaful Indonesia P.T. Asuransi Takaful Keluarga Indonesia 74.78 Family Takaful business P.T. Asuransi Takaful Keluarga Indonesia 74.78 Family Takaful business
BIMB Securities (Holdings) Sdn. Bhd. Malaysia 100.00 Investment holding BIMB Securities (Holdings) Sdn. Bhd. Malaysia 100.00 Investment holding
Subsidiary of BIMB Securities (Holdings) Sdn. Bhd. Subsidiary of BIMB Securities (Holdings) Sdn. Bhd. BIMB Securities Sdn. Bhd. Malaysia 100.00 Stockbroking BIMB Securities Sdn. Bhd. Malaysia 100.00 Stockbroking
Subsidiaries of BIMB Securities Sdn. Bhd. Subsidiaries of BIMB Securities Sdn. Bhd. BIMSEC Nominees (Tempatan) Sdn. Malaysia 100.00 Nominee services Bhd.BIMSEC Nominees (Tempatan) Sdn. Malaysia 100.00 Nominee services Bhd. BIMSEC Nominees (Asing) Sdn. Bhd. Malaysia 100.00 Nominee services BIMSEC Nominees (Asing) Sdn. Bhd. Malaysia 100.00 Nominee services Syarikat Al-Ijarah Sdn. Bhd. Malaysia 100.00 Leasing of assets Syarikat Al-Ijarah Sdn. Bhd. Malaysia 100.00 Leasing of assets Our Company does not have any associate company as at the LPD. Our Company does not have any associate company as at the LPD. 42 42 42 APPENDIX I
INFORMATION ON BHB (Cont’d)
6. FINANCIAL INFORMATION
The summary financial information of our Company based on the audited consolidated financial statements of our Company for the FYEs 31 December 2017 to 2019 is as follows:
FYE 31 December 2017 2018 2019 RM’000 RM’000 RM’000 Net income 2,528,667 2,744,091 3,087,336 Profit before zakat and tax 948,330 1,065,455 1,205,014 Zakat and tax (244,700) (264,034) (269,645) Profit after zakat and tax 703,630 801,421 935,369 Non-controlling interests (83,792) (119,366) (148,449) Profit attributable to the owners of our Company 619,838 682,055 786,920 Net EPS (RM) 0.38 0.40 0.45 No. of BHB Shares in issue (’000) 1,637,741 1,693,566 1,764,283 Share capital 3,875,270 4,082,939 4,307,819 Equity attributable to the owners of 4,533,939 5,025,719 5,894,432 our Company NA per BHB Share (RM)(1) 2.77 2.97 3.34 Total borrowings(2) 2,235,862 2,102,672 2,139,666 Gearing (times)(3) 0.49 0.42 0.36
Notes:
(1) Computed based on equity attributable to the owners of our Company divided by number of BHB Shares in issue.
(2) Comprises BHB sukuk liabilities and Bank Islam’s subordinated sukuk Murabahah.
(3) Computed based on total borrowings divided by equity attributable to the owners of our Company.
43
43 APPENDIX II
INFORMATION ON BANK ISLAM
1. HISTORY AND BUSINESS
Bank Islam was incorporated as a public limited company in Malaysia under the Companies Act 1965 (and deemed registered under the Act) on 1 March 1983.
Bank Islam is principally involved in Islamic banking business. Please refer to Section 5 of this Appendix for the principal activities of the subsidiaries of Bank Islam.
2. SHARE CAPITAL
As at the LPD, the authorised and issued share capital of Bank Islam is RM3,306.1 million comprising 2,600,366,367 Bank Islam Shares.
As at the LPD, Bank Islam has not issued any convertible securities.
3. SUBSTANTIAL SHAREHOLDER
Bank Islam is our wholly-owned subsidiary.
4. DIRECTORS
The particulars of the Directors of Bank Islam and their respective shareholdings in Bank Islam as at the LPD are as follows:-
Direct Indirect No. of No. of Bank Bank Islam Islam Name Nationality Shares % Shares % Tan Sri Dr Ismail bin Hj Bakar Malaysian - - Zahari @ Mohd Zin Idris Malaysian - - Mohamed Ridza bin Mohamed Abdulla Malaysian - - Noraini binti Che Dan Malaysian - - Datuk Nik Mohd Hasyudeen bin Yusoff Malaysian - - Azizan bin Ahmad Malaysian - - Dato’ Sri Khazali bin Ahmad Malaysian - - Mohd Yuzaidi bin Mohd Yusoff Malaysian - - Mashitah binti Osman Malaysian - -
44
APPENDIX II
INFORMATION ON BANK ISLAM
5. SUBSIDIARIES AND ASSOCIATE COMPANIES
As at the LPD, the subsidiaries of Bank Islam are as follows:-
Effective Place of ownership Name incorporation interest Principal activities % Al-Wakalah Nominees Malaysia 100.00 Provide nominee services (Tempatan) Sdn. Bhd. BIMB Investment Malaysia 100.00 Managing Islamic Unit Trust Management Berhad Funds Bank Islam Trust Company Malaysia 100.00 Provide services as a Labuan (Labuan) Ltd registered trust company Farihan Corporation Sdn. Bhd. Malaysia 100.00 Provide manpower for the provision of services in the relevant areas
Subsidiary of Bank Islam Trust Company (Labuan) Ltd BIMB Offshore Company Malaysia 100.00 Acts as resident corporate Management Services Sdn. secretary and director for Bhd. offshore companies
Bank Islam does not have any associate company as at the LPD.
45 45 APPENDIX II
INFORMATION ON BANK ISLAM (Cont’d)
6. FINANCIAL INFORMATION
The summary financial information of Bank Islam based on its audited consolidated financial statements for the FYEs 31 December 2017 to 2019 is as follows:
FYE 31 December 2017 2018 2019 RM’000 RM’000 RM’000 Net income 1,796,793 1,853,387 1,988,859 Profit before zakat and tax 767,053 810,258 843,480 Zakat and tax (200,935) (216,371) (215,871) Profit after zakat and tax 566,118 593,887 627,609 No. of Bank Islam Shares in issue (’000) 2,466,022 2,509,982 2,509,982 Net EPS (RM) 0.23 0.24 0.25 Share capital 2,869,498 3,012,368 3,012,368 Equity attributable to the owner of Bank 4,959,704 5,276,407 5,714,453 Islam NA per Bank Islam Share (RM)(1) 2.01 2.10 2.28 Total borrowings(2) 1,006,486 1,308,634 1,308,694 Gearing (times)(3) 0.20 0.25 0.23
Notes:
(1) Computed based on equity attributable to the owner of Bank Islam divided by number of Bank Islam Shares in issue.
(2) Comprises Bank Islam sukuk liabilities only.
(3) Computed based on total borrowings divided by equity attributable to the owner of Bank Islam.
46 46 APPENDIX III
INFORMATION ON STMKB
1. HISTORY AND BUSINESS
STMKB was incorporated as a private limited company in Malaysia under the Companies Act 1965 (and deemed registered under the Act) on 29 November 1984 as Syarikat Takaful Malaysia Sendirian Berhad, STMKB assumed its present name and converted into a public company on 19 October 1995.
STMKB and its subsidiaries are principally engaged in investment holding, managing family and general takaful and retakaful businesses. Please refer to Section 5 of this Appendix for the principal activities of the subsidiaries of STMKB.
2. SHARE CAPITAL
As at the LPD, the authorised and issued share capital of STMKB is RM211.9 million comprising 830,433,122 STMKB Shares.
As at the LPD, STMKB has not issued any convertible securities.
3. SUBSTANTIAL SHAREHOLDERS
The substantial shareholders of STMKB (holding 5% or more) and their respective shareholdings in STMKB as at the LPD are as follows:-
------Direct----- -----Indirect---- Substantial Country of No. of STMKB No. of STMKB shareholder incorporation Shares % Shares % BHB Malaysia 491,550,925 59.19 - - EPF Malaysia 46,341,500 5.58 - -
4. DIRECTORS
The Directors of STMKB and their respective shareholdings in STMKB as at the LPD are as follows:-
----Direct--- --Indirect-- No. of No. of STMKB STMKB Name Nationality Shares % Shares % Dato’ Mohammed bin Haji Che Hussein Malaysian - - Mustaffa bin Ahmad Malaysian - - Mohamad Salihuddin bin Ahmad Malaysian - - Mohd Azman bin Hj Sulaiman Malaysian - - Datuk Bazlan bin Osman Malaysian - - Suraya binti Hassan Malaysian - -
47 47
APPENDIX III
INFORMATION ON STMKB
5. SUBSIDIARIES AND ASSOCIATE COMPANIES
As at the LPD, the subsidiary companies of STMKB are as follows:-
Effective Place of ownership Name incorporation interest Principal activities % Syarikat Takaful Malaysia Am Berhad Malaysia 100.00 General Takaful business P.T. Syarikat Takaful Indonesia Indonesia 56.00 Investment holding
Subsidiary of P.T. Syarikat Takaful Indonesia P.T. Asuransi Takaful Keluarga Indonesia 74.78 Family Takaful business
STMKB does not have any associate company as at the LPD.
6. FINANCIAL INFORMATION
The summary financial information of STMKB based on its audited consolidated financial statements for the FYEs 31 December 2017 to 2019 is as follows:
FYE 31 December 2017 2018 2019
Operating revenue 2,139,160 2,639,065 3,124,565 Profit before zakat and tax 253,653 337,004 417,739 Zakat and tax (48,580) (44,387) (51,440) Profit after zakat and tax 205,073 292,617 366,299 Non-controlling interests (1,626) (2,307) 1,462 Profit attributable to the owners of STMKB 206,699 294,924 364,837 823,146 824,219 826,793 Net EPS (RM) 0.25 0.36 0.44 Share capital 179,371 185,352 196,753 Equity attributable to the owners of 818,708 983,633 1,222,948 STMKB NA per STMKB Share (RM)(1) 0.99 1.19 1.48 Total borrowings - - - Gearing (times) N/A N/A N/A
Note:
N/A Not Applicable
(1) Computed based on equity attributable to the owners of STMKB divided by number of STMKB Shares in issue.
48 48 APPENDIX IV
INFORMATION ON BIMB SEC HOLDINGS
1. HISTORY AND BUSINESS
BIMB Sec Holdings was incorporated as a private limited company in Malaysia under the Companies Act 1965 (and deemed registered under the Act) on 21 February 1994. BIMB Sec Holdings is principally engaged in investment holding with business transacted in accordance with the principles of Shariah and its subsidiary is principally engaged in the provision of stockbroking and related activities based on the principles of Shariah.
Please refer to Section 5 of this Appendix for the principal activities of the subsidiaries of BIMB Sec Holdings.
2. SHARE CAPITAL
As at the LPD, the authorised and issued share capital of BIMB Sec Holdings is RM50.0 million comprising 5,000,000 ordinary shares and 45,000,000 preference shares in BIMB Sec Holdings.
As at the LPD, BIMB Sec Holdings has not issued any convertible securities.
3. SUBSTANTIAL SHAREHOLDER
BIMB Sec Holdings is our wholly-owned subsidiary.
Our Company holds all the preference shares in BIMB Sec Holdings.
4. DIRECTORS
The Directors of BIMB Sec Holdings and their respective shareholdings in BIMB Sec Holdings as at the LPD are as follows:-
---Direct--- --Indirect-- No. of No. of BIMB Sec BIMB Sec Holdings Holdings Name Nationality Shares % Shares % Zahari @ Mohd Zin bin Idris Malaysian - - Adi Asri bin Baharom Malaysian - -
49 49 APPENDIX IV
INFORMATION ON BIMB SEC HOLDINGS (Cont’d)
5. SUBSIDIARIES AND ASSOCIATE COMPANIES
As at the LPD, the subsidiary companies of BIMB Sec Holdings are as follows:-
Effective Place of ownership Principal Name incorporation interest activities % BIMB Securities Sdn. Bhd. Malaysia 100.00 Stockbroking
Subsidiaries of BIMB Securities Sdn. Bhd. BIMSEC Nominees (Tempatan) Sdn. Bhd. Malaysia 100.00 Nominee services BIMSEC Nominees (Asing) Sdn. Bhd. Malaysia 100.00 Nominee services
BIMB Sec Holdings does not have associate company as at the LPD.
6. FINANCIAL INFORMATION
The summary financial information of BIMB Sec Holdings based on its audited consolidated financial statements for the FYEs 31 December 2017 to 2019 is as follows:
FYE 31 December 2017 2018 2019 RM’000 RM’000 RM’000 Revenue - - - Profit before zakat and tax 27 28 28 Zakat and tax (11) (11) (11) Profit after zakat and tax 16 17 17 Net EPS (RM) 0.003 0.003 0.003 No. of BIMB Sec Holdings 5,000 5,000 5,000 Shares in issue (’000) Share capital 50,000 50,000 50,000 Equity attributable to the owner 52,285 52,301 52,318 of BIMB Sec Holdings NA per BIMB Sec Holdings 10.46 10.46 10.46 Share (RM)(1) Total borrowings - - - Gearing (times) N/A N/A N/A
Note:
N/A Not Applicable
(1) Computed based on equity attributable to the owner of BIMB Sec Holdings divided by number of BIMB Sec Holdings Shares in issue.
50
50 APPENDIX V
INFORMATION ON BIMB SEC
1. HISTORY AND BUSINESS
BIMB Sec was incorporated as a private limited company in Malaysia under the Companies Act 1965 (and deemed registered under the Act) on 21 February 1994.
BIMB Sec is principally engaged in the provision of stockbroking and related activities based on the principles of Shariah and its subsidiaries are principally engaged in the provision of nominee services. Please refer to Section 5 of this Appendix for the principal activities of the subsidiaries of BIMB Sec.
2. SHARE CAPITAL
As at the LPD, the authorised and issued share capital of BIMB Sec is RM100.0 million comprising 100,000,000 ordinary shares in BIMB Sec.
As at the LPD, BIMB Sec has not issued any convertible securities.
3. SUBSTANTIAL SHAREHOLDERS
The substantial shareholders of BIMB Sec (holding 5% or more) and their respective shareholdings in BIMB Sec as at the LPD are as follows:-
------Direct------ ---Indirect--- Substantial Country of No. of BIMB No. of BIMB shareholder incorporation Sec shares % Sec shares % BIMB Sec Holdings Malaysia 51,000,000 51.00 - - BHB Malaysia 49,000,000 49.00 - -
4. DIRECTORS
The Directors of BIMB Sec and their respective shareholdings in BIMB Sec as at the LPD are as follows:-
---Direct--- --Indirect-- No. of BIMB No. of BIMB Name Nationality Sec Shares % Sec Shares % Mustapha bin Hamat Malaysian - - Zahari @ Mohd Zin Idris Malaysian - - Mohd Hatta Bin Dagap Malaysian - - Adi Asri Bin Baharom Malaysian - - Kamaruzaman Bin Abdullah Malaysian - -
51 51 APPENDIX V
INFORMATION ON BIMB SEC (Cont’d)
5. SUBSIDIARIES AND ASSOCIATE COMPANIES
As at the LPD, the subsidiary companies of BIMB Sec are as follows:-
Effective Place of ownership Principal Name incorporation interest activities % BIMSEC Nominees (Tempatan) Sdn. Bhd. Malaysia 100.00 Nominee services BIMSEC Nominees (Asing) Sdn. Bhd. Malaysia 100.00 Nominee services
BIMB Sec does not have any associate company as at the LPD.
6. FINANCIAL INFORMATION
The summary financial information of BIMB Sec based on its audited consolidated financial statements for the FYEs 31 December 2017 to 2019 is as follows:
FYE 31 December 2017 2018 2019 RM’000 RM’000 RM’000 Revenue 14,391 11,745 7,409 Profit before zakat and tax 2,131 661 (3,217) Zakat and tax (306) (179) (736) Profit after zakat and tax 1,825 482 (3,953) Net EPS (RM) 0.018 0.005 (0.040) No. of BIMB Sec Shares in issue (’000) 100,000 100,000 100,000 Share capital 100,000 100,000 100,000 Equity attributable to the owners of 104,190 104,672 100,640 BIMB Sec NA per BIMB Sec Share (RM)(1) 1.04 1.05 1.01 Total borrowings - - - Gearing (times) N/A N/A N/A
Note: N/A Not Applicable
(1) Computed based on equity attributable to the owners of BIMB Sec divided by number of BIMB Sec Shares in issue.
52
52 APPENDIX VI
INFORMATION ON SASB
1. HISTORY AND BUSINESS
SASB was incorporated as a private limited company in Malaysia under the Companies Act 1965 (and deemed registered under the Act) on 31 December 1983. SASB is principally engaged in the provision leasing activities based on Islamic principles.
2. SHARE CAPITAL
As at the LPD, the authorised and issued share capital of SASB is RM10.0 million comprising 10,000,000 ordinary shares in SASB.
As at the LPD, SASB does not have any convertible securities in issue.
3. SUBSTANTIAL SHAREHOLDERS
SASB is our wholly-owned subsidiary.
4. DIRECTORS
The Directors of SASB and their respective shareholdings in SASB as at the LPD are as follows:-
---Direct--- --Indirect-- No. of SASB No. of SASB Name Nationality Shares % Shares % Salih Amaran bin Jamiaan Malaysian - - Khairuddin bin Idris Malaysian - -
5. SUBSIDIARIES AND ASSOCIATE COMPANIES
SASB does not have any subsidiaries or associate companies as at the LPD.
53 53 APPENDIX VI
INFORMATION ON SASB (Cont’d)
6. FINANCIAL INFORMATION
The summary financial information of SASB based on its audited financial statements for the FYEs 31 December 2017 to 2019 is as follows:
FYE 31 December 2017 2018 2019 RM’000 RM’000 RM’000 Revenue 177 182 186 Profit before zakat and tax 409 397 359 Zakat and tax (131) (54) (41) Profit after zakat and tax 278 343 318 Net EPS (RM) 0.028 0.034 0.032 No. of SASB Shares in issue (’000) 10,000 10,000 10,000 Share capital 10,000 10,000 10,000 Equity attributable to the owner of 11,212 11,556 11,874 SASB NA per SASB Share (RM)(1) 1.12 1.16 1.19 Total borrowings - - - Gearing (times) N/A N/A N/A
Note:
N/A Not Applicable
(1) Computed based on equity attributable to the owner of SASB divided by number of SASB Shares in issue.
54
54 APPENDIX VII
TERMS OF THE PROPOSED SOA
ARRANGEMENT
Warrantholders Warrants
Pursuant to Section 366 of the Companies Act, 2016
SCHEME BETWEEN
BIMB HOLDINGS BERHAD (Company No. 199701008362 (423858-X)) having its registered address at 31st BHB
THE WARRANTHOLDERS OF BHB
1. Definitions and Interpretations
In this Proposed Scheme, the following expressions shall, unless the context otherwise requires, have the meaning set opposite each of them:
Act : Companies Act, 2016
BNM : Bank Negara Malaysia
BHB or Company : BIMB Holdings Berhad
BHB Share(s) : Ordinary shares in BHB
BIMB Sec : BIMB Securities Sdn. Bhd., a subsidiary of BIMB Sec Holdings and BHB
BIMB Sec Holdings : BIMB Securities (Holdings) Sdn. Bhd., a wholly-owned subsidiary of BHB
Bursa Securities : Bursa Malaysia Securities Berhad
Board : Board of directors of BHB
Court : The High Court of Malaya
Deed Poll : Deed poll dated 25 October 2013 constituting the Warrants
Effective Date : Shall have the meaning ascribed to it in paragraph 4.3
EGM : Extraordinary General Meeting
LPD : 8 February 2021, being the latest practicable date prior to the date of this Circular & Explanatory Statement
Proposals : Collectively, the Proposed Placement, Proposed Scheme, Proposed Internal Reorganisation, Proposed Distribution and Capital Repayment and Proposed Transfer of Listing
55 55
APPENDIX VII
TERMS OF THE PROPOSED SOA (Cont’d)
Proposed : Proposed consolidation of Bank Islam Shares to match the number of Consolidation Bank Islam Shares in issue with the number of BHB Shares in issue based on a consolidation ratio to be determined later by the Board of Directors of Bank Islam, before the implementation of the Proposed Distribution and Capital Repayment
Proposed : Proposed distribution of the entire shareholdings of BHB in Bank Islam Distribution and and STMKB respectively to the shareholders of BHB via a reduction Capital Repayment of the entire share capital of BHB in accordance with Section 115 and Section 116 of the Act as well as using the retained earnings of BHB
Proposed Internal : Proposed internal reorganisation of the BHB Group involving the Reorganisation Proposed Disposals
Proposed : Proposed placement of new BHB Shares to raise gross proceeds of Placement up to RM800.0 million
Proposed Transfer : Proposed transfer of the listing status of BHB on the Main Market of of Listing Bursa Securities to Bank Islam
Proposed Scheme : This scheme of arrangement, subject to any alterations or conditions made or required by the Court pursuant to section 366 of the Act to effect the Proposed Scheme
Registrar of : the registrar designated under subsection 20A(1) of the Companies Companies Commission of Malaysia Act 2001
RM : Ringgit Malaysia
SASB : Syarikat Al-Ijarah Sdn. Bhd., a wholly-owned subsidiary of BHB
STMKB : Syarikat Takaful Malaysia Keluarga Berhad, a subsidiary of BHB
VWAP : Volume weighted average market price
Warrantholders : Holders of the Warrants
Warrant(s) : Outstanding warrants 2013/2023 of BHB
Warrants : RM0.38 per Warrant, being the cash consideration for the Proposed Consideration Scheme which is based on the five (5)-day VWAP of the Warrants up to and including 25 February 2021, being the last market day immediately preceding the Warrants Consideration Price-Fixing Date
Warrants : 26 February 2021, being the date on which the Warrants Consideration Consideration is fixed and announced by the Board Price-Fixing Date
Warrants Scheme : A date to be determined by the Board and announced by BHB, on Entitlement Date which the names of the Warrantholders must appear in the Register of Warrantholders of BHB as at 5.00 p.m. in order to be entitled to the Proposed Scheme
56
56 APPENDIX VII
TERMS OF THE PROPOSED SOA (Cont’d)
1.2 Interpretation
In this Proposed Scheme, unless a contrary intention appears:
(a) words or expressions importing the singular include the plural and vice versa; (b) words or expressions importing a gender include the other gender; (c) words or expressions denoting individuals include corporations, firms, unincorporated bodies, government authorities and instrumentalities; (d) where a word or expression is defined or given meaning, another grammatical form has a corresponding meaning; (e) any heading, index, table of contents or marginal note is for convenience only and does not affect the interpretation of this Proposed Scheme; (f) a reference to a clause, paragraph or subparagraph is a reference to a clause, paragraph or subparagraph of this Proposed Scheme; (g) a reference to this Proposed Scheme or another document includes that document as amended, varied, novated, supplemented or replaced from time to time; (h) a reference to legislation or a provision of legislation includes: (1) all regulations, orders or instruments issued under the legislation or provision; and (2) any modification, consolidation, amendment, re-enactment, replacement or codification of such legislation or provision; (i) references to “include” and “including” are to be construed without limitation; (j) words or expressions defined in the Act have the same meaning when used in this Proposed Scheme; (k) a reference to time is to Malaysia time; and (l) a period of a “year” is reference to a time period expiring on the anniversary of the date from which the said time period commences, and a period of “years” shall be construed accordingly.
2. Preliminary
2.1 BHB
(a) BHB is a public listed company incorporated in Malaysia on 20 March 1997 under the Companies Act 1965 (and deemed registered under the Act). (b) BHB is principally engaged in investment holding activities whilst its subsidiaries are primarily involved in Islamic banking business, managing family and general takaful, and stock-broking businesses. (c) BHB has outstanding warrants 2013/2023 constituted by the Warrants Deed Poll issued on 5 December 2013 and are due to expire on 4 December 2023. As at the LPD, 426,715,078 Warrants remain outstanding.
2.2 The Proposed Scheme
The Proposed Scheme comprises the proposals that BHB is proposing to undertake to implement its corporate restructuring exercise, which entails the following: (a) proposed placement of BHB Shares to raise gross proceeds of up to RM800.0 million;
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57 APPENDIX VII
TERMS OF THE PROPOSED SOA (Cont’d)
(b) proposed payment of cash consideration to the Warrantholders by way of a proposed scheme of arrangement under Section 366 of the Act and will entail the following; (i) cancellation of the exercise rights in respect of the Warrants; (ii) cancellation of the Warrants; and (iii) termination of the Deed Poll; (c) proposed internal reorganisation of the BHB Group involving the disposal by BHB of its entire shareholdings in BIMB Sec Holdings, BIMB Sec and SASB, to its wholly-owned subsidiary, Bank Islam to be settled in cash; (d) proposed distribution-in-specie of the entire shareholdings of BHB in Bank Islam and STMKB via a reduction and repayment of the entire share capital of BHB in accordance with Section 115 and Section 116 of the Act as well as using the retained earnings of BHB; and (e) proposed transfer of the listing status of BHB on the Main Market of Bursa Securities to Bank Islam upon the completion of the Proposed Distribution and Capital Repayment.
3. Conditions Precedent
3.1 Conditions Precedent
The Proposed Scheme is conditional upon: (a) obtaining the approval of the Court for: (i) an order that a meeting be held by and among BHB and its Warrantholders to consider, and if thought fit by the requisite majority of the Warrantholders, approve this Proposed Scheme; (ii) its sanction in respect of the Proposed Scheme; and (iii) its sanction in respect of the Proposed Distribution and Capital Repayment, (b) obtaining the approval of the Warrantholders of BHB at a court-convened meeting to be convened for the Proposed Scheme.
3.2 Order of the Court
BHB shall provide to the Court evidence, as the Court may request, confirming the fulfilment of the Conditions Precedent listed under Clause 3.1 hereof.
4. The Proposed Scheme
4.1 The Proposed Scheme
Subject to the fulfilment of the Conditions Precedent as set out in Clause 3.1, the Proposed Scheme will be implemented by way of a scheme of arrangement under Section 366 of the Act involving payment of the Warrants Consideration to the Warrantholders as consideration for the following:
(i) cancellation of the exercise rights in respect of the Warrants; (ii) cancellation of the Warrants; and (iii) termination of the Deed Poll.
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58 APPENDIX VII
TERMS OF THE PROPOSED SOA (Cont’d)
To facilitate implementation of the Proposed Scheme, the last date and time for the exercise of the Warrants shall be 5.00 p.m. on the eighth (8th) market day prior to the Warrants Scheme Entitlement Date.
4.2 Lodgement of Scheme Order
Pursuant to Section 366(5) of the Act, BHB shall lodge an office copy of the order of the Court approving the Proposed Scheme with the Registrar of Companies.
4.3 Effective Date and Duration
The Proposed Scheme shall become effective from the date of the lodgement of the office copy of the Order of the Court approving the Proposed Scheme with the Registrar of Companies or such earlier date as the Court may determine as may be specified in the order of the Court (“Effective Date”) and implemented thereafter.
5. General Provisions
5.1 Authority to BHB
(a) Each Warrantholder consents to BHB doing all acts and things as may be necessary or desirable to give full effect to the Proposed Scheme and the transactions contemplated by it; and
(b) Each Warrantholder, without the need for any further act, irrevocably appoints BHB and each of its directors and officers (jointly and severally) as its agent and attorney for the purpose of executing any document or doing any other act necessary or expedient to give effect to the terms of this Proposed Scheme and the transactions contemplated by it.
5.2 Further Assurance
BHB will execute all documents and do all acts and things as may be necessary or desirable to give full effect to the Proposed Scheme and the transaction contemplated by it.
5.3 Amendments to the Proposed Scheme
If the Court proposes to approve the Proposed Scheme subject to any alterations or conditions, BHB may consent on behalf of all persons concerned, via its counsel, to those alterations or conditions to which BHB have consented in writing.
5.4 Governing law
The construction, validity and performance of the Proposed Scheme shall be governed by the laws of Malaysia and BHB hereto submit to the non-exclusive jurisdiction of the Court.
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59 APPENDIXAPPENDIX VIII VIII
PROFORMAPROFORMA CONSOLIDATED CONSOLIDATED STATEMENTS STATEMENTS OF OF FINANCIAL FINANCIAL POSITION POSITION OF OF OUR OUR COMPANY COMPANY ANDAND BANKBANK ISLAMISLAM ASAS ATAT 3131 DECEMBERDECEMBER 20192019 TOGETHERTOGETHER WITHWITH THETHE REPORTINGREPORTING ACCOUNTANTS’ACCOUNTANTS’ LETTER LETTER THEREON THEREON(C(Cont’d)ont’d)
60 APPENDIXAPPENDIX VIII VIII
PROFORMAPROFORMA CONSOLIDATED CONSOLIDATED STATEMENTS STATEMENTS OF OF FINANCIAL FINANCIAL POSITION POSITION OF OF OUR OUR COMPANY COMPANY ANDAND BANKBANK ISLAMISLAM ASAS ATAT 3131 DECEMBERDECEMBER 20192019 TOGETHERTOGETHER WITHWITH THETHE REPORTINGREPORTING ACCOUNTANTS’ACCOUNTANTS’ LETTER LETTER THEREON THEREON(C(Cont’d)ont’d)
61 APPENDIXAPPENDIX VIII VIII
PROFORMAPROFORMA CONSOLIDATED CONSOLIDATED STATEMENTS STATEMENTS OF OF FINANCIAL FINANCIAL POSITION POSITION OF OF OUR OUR COMPANY COMPANY ANDAND BANKBANK ISLAMISLAM ASAS ATAT 3131 DECEMBERDECEMBER 20192019 TOGETHERTOGETHER WITHWITH THETHE REPORTINGREPORTING ACCOUNTANTS’ACCOUNTANTS’ LETTER LETTER THEREON THEREON(C(Cont’d)ont’d)
62 APPENDIXAPPENDIX VIII VIII
PROFORMAPROFORMA CONSOLIDATED CONSOLIDATED STATEMENTS STATEMENTS OF OF FINANCIAL FINANCIAL POSITION POSITION OF OF OUR OUR COMPANY COMPANY ANDAND BANKBANK ISLAMISLAM ASAS ATAT 3131 DECEMBERDECEMBER 20192019 TOGETHERTOGETHER WITHWITH THETHE REPORTINGREPORTING ACCOUNTANTS’ACCOUNTANTS’ LETTER LETTER THEREON THEREON(C(Cont’d)ont’d)
63 APPENDIX VIII
PROFORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF OUR COMPANY AND BANK ISLAM AS AT 31 DECEMBER 2019 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON (Cont’d)
64 APPENDIX VIII
PROFORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF OUR COMPANY AND BANK ISLAM AS AT 31 DECEMBER 2019 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON (Cont’d)
65 APPENDIX VIII
PROFORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF OUR COMPANY AND BANK ISLAM AS AT 31 DECEMBER 2019 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON (Cont’d)
66 APPENDIX VIII
PROFORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF OUR COMPANY AND BANK ISLAM AS AT 31 DECEMBER 2019 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON (Cont’d)
67 APPENDIX VIII
PROFORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF OUR COMPANY AND BANK ISLAM AS AT 31 DECEMBER 2019 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON (Cont’d)
68 APPENDIX VIII
PROFORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF OUR COMPANY AND BANK ISLAM AS AT 31 DECEMBER 2019 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON (Cont’d)
69 APPENDIX VIII
PROFORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF OUR COMPANY AND BANK ISLAM AS AT 31 DECEMBER 2019 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON (Cont’d)
70 APPENDIX VIII
PROFORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF OUR COMPANY AND BANK ISLAM AS AT 31 DECEMBER 2019 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON (Cont’d)
71 APPENDIX VIII
PROFORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF OUR COMPANY AND BANK ISLAM AS AT 31 DECEMBER 2019 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON (Cont’d)
72 APPENDIX VIII
PROFORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF OUR COMPANY AND BANK ISLAM AS AT 31 DECEMBER 2019 TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON (Cont’d)
73 APPENDIX
BIMB HOLDINGS BERHAD (“BHB’) APPENDIX VIII BANK ISLAM MALAYSIA BERHAD (“Bank Islam”) PROFORMAPRO FORMA CONSOLIDATED CONSOLIDATED STATEMENTS STATEMENTS OF FINANCIAL OF FINANCIAL POSITION POSITION OF OUR COMPANY AND ASBANK AT 31 ISLAMDECEMBER AS AT2019 31 AND DECEMBER THE NOTES 2019 THEREON TOGETHER WITH THE REPORTING ACCOUNTANTS’ LETTER THEREON (Cont’d) APPROVAL BY THE BOARD OF DIRECTORS APPENDIX Approved and adopted by the Board of Directors of BIMB Holdings Berhad in accordance with a BIMBresolution HOLDINGS dated 5 March BERHAD 2021 (“BHB’). BANK ISLAM MALAYSIA BERHAD (“Bank Islam”) PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2019 AND THE NOTES THEREON
APPROVAL BY THE BOARD OF DIRECTORS
Approved and adopted by the Board of Directors of BIMB Holdings Berhad in accordance with a resolution dated 5 March 2021.
Tan Sri Ambrin Buang Chairman
Tan Sri Ambrin Buang Chairman
Noraini Che Dan Director
Noraini Che Dan Director
11
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11 APPENDIX IX
FURTHER INFORMATION
1. RESPONSIBILITY STATEMENT
Our Board has seen and approved this Circular & Explanatory Statement and they collectively and individually accept full responsibility for the accuracy of the information contained in this Circular & Explanatory Statement. Our Board confirms that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement in this Circular & Explanatory Statement misleading.
Information relating to STMKB and LTH have been obtained from STMKB and LTH, respectively, and from publicly available information and/or provided by the management of STMKB and LTH, where relevant. Our Board accepts no further or other responsibility in respect of the accuracy of such information, only to the extent that such information has been accurately reproduced in this Circular & Explanatory Statement.
2. CONSENT
2.1 Maybank IB
Maybank IB, being the Principal Adviser for the Proposals, has given and has not subsequently withdrawn its written consent to the inclusion of its name and all references thereto in the form, manner and context in which it appears in this Circular & Explanatory Statement.
2.2 PricewaterhouseCoopers PLT
PricewaterhouseCoopers PLT, being the Reporting Accountants for the Proposals, has given and has not subsequently withdrawn its written consent to the inclusion of its name, letter and all references thereto in the form, manner and context in which they appear in this Circular & Explanatory Statement.
3. CONFLICT OF INTERESTS
3.1 Maybank IB
Maybank IB and its related and associated companies (“Maybank Group”) form a diversified financial group and are engaged in a wide range of investment and commercial banking, brokerage, securities trading, assets and funds management and credit transaction services businesses. The Maybank Group has engaged and may in the future, engage in transactions with and perform services for our Group and/or our affiliates, in addition to the roles set out in this Circular & Explanatory Statement. In addition, in the ordinary course of business, any member of the Maybank Group may at any time offer or provide its services to or engage in any transaction (on its own account or otherwise) with any member of our Group, our shareholders and/or our affiliates and/or any other entity or person, hold long or short positions in securities issued by our Company and/or our affiliates, and may trade or otherwise effect transactions for its own account or the account of its customers in debt or equity securities or senior loans of any member of our Group and/or our affiliates.
This is a result of the businesses of the Maybank Group generally acting independently of each other, and accordingly, there may be situations where parts of the Maybank Group and/or its customers now have or in the future, may have interest or take actions that may conflict with the interest of our Group. Nonetheless, the Maybank Group is required to comply with applicable laws and regulations issued by the relevant authorities governing its advisory business, which require, among others, segregation between dealing and advisory activities and Chinese wall between different business divisions.
75 60 APPENDIX IX
FURTHER INFORMATION (Cont’d)
As at the LPD, our Group has existing credit facilities with the Maybank Group. The said credit facilities have been extended by the Maybank Group in its ordinary course of business. Notwithstanding this, Maybank IB is of the opinion that the aforesaid lending relationship would not give rise to a conflict of interest situation in its capacity as Principal Adviser for the Proposals as:
(i) the Maybank Group is a licensed commercial bank and the extension of credit facilities to our Group arose in the ordinary course of business of the Maybank Group;
(ii) the conduct of the Maybank Group in its banking business is strictly regulated by, among others, the Financial Services Act, 2013, Islamic Financial Services Act, 2013 and the Maybank Group’s own internal controls and checks; and
(iii) the total outstanding amount owed by our Group is not material when compared to the audited NA of the Maybank Group as at 31 December 2019 of RM81.6 billion.
Maybank IB confirms that as at the LPD, it is not aware of any conflict of interest which exists or is likely to exist in its capacity as Principal Adviser for the Proposals.
3.2 PricewaterhouseCoopers PLT
PricewaterhouseCoopers PLT confirms that as at the LPD, it is not aware of any conflict of interest which exists or is likely to exist in its capacity as Reporting Accountants for the Proposals.
4. MATERIAL COMMITMENTS
Save as disclosed below, as at the LPD, our Board is not aware of any material commitments incurred or known to be incurred by our Group which may have a material impact on the profits or NA of our Group:-
RM’000 Approved and contracted for: Amount authorised and contracted for 162,786 Amount authorised but not contracted for - 162,786
The capital commitments above are in relation to property and equipment.
5. CONTINGENT LIABILITIES
As at the LPD, our Board is not aware of any contingent liabilities which, upon becoming enforceable, may have a material impact on the profits and/or NA of our Group.
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61 APPENDIX IX
FURTHER INFORMATION (Cont’d)
6. MATERIAL CONTRACTS
There are no other material contracts, being contracts not in the ordinary course of business, which have been entered into by our Group within two (2) years immediately preceding the date of this Circular & Explanatory Statement. The SSA will be entered into by BHB and Bank Islam pursuant to the Proposed Internal Reorganisation after obtaining the approval of our shareholders at the EGM and the approvals of the relevant authorities that are required for the Proposed Disposals.
7. MATERIAL LITIGATION
Save for the Proposed SOA and as disclosed below, as at the LPD, our Group is not engaged in any material litigation, claims or arbitration, either as plaintiff or defendant, and our Board is not aware of any proceedings, pending or threatened against our Group, or of any fact likely to give rise to any proceedings which may materially and adversely affect the financial position or business of our Group:-
(i) Alor Setar High Court Civil Suit No.: KA-22M-10-04/2019: 5 Star Room Hotel Sdn. Bhd. v Bank Islam Malaysia Berhad
On 16 April 2019, 5 Star Room Hotel Sdn. Bhd. (“Plaintiff”) filed a civil suit in the Alor Setar High Court against Bank Islam (“Defendant”) claiming for breach of promise to provide financing facilities to Pan Asian Resorts Sdn. Bhd., the Plaintiff’s parent company and the second plaintiff in this suit.
The claim was for a total sum of RM400 million, which comprises amongst others, general damages, exemplary damages in the sum of RM200 million and aggravated damages in the sum of RM200 million.
On 20 December 2019, Bank Islam filed an application to strike out the Plaintiff’s writ of summons and statement of claim. The High Court had, on 13 July 2020, allowed Bank Islam’s application to strike out the Plaintiff’s writ of summons and statement of claim and made order as to costs. On 29 July 2020, the Plaintiff had filed a Notice of Appeal to the Court of Appeal to appeal against the decision of the High Court. The Court of Appeal had fixed the date for case management on 22 February 2021.
Our counsel is of the view that the said appeal is likely to be dismissed due to the Plaintiff having no reasonable cause of action against Bank Islam.
(ii) Kuala Lumpur High Court Suit No.: WA-22M-634-08/2019: Bank Islam Malaysia Berhad v 5 Star Room Hotel Sdn Bhd, Tang Wooi Chon, Chunsi Kudkumkong, Tang Woan Rou, Tang Woanren
On 20 August 2019, Bank Islam filed a civil suit against 5 Star Room Hotel Sdn Bhd ("Customer") and the guarantors, namely Tang Wooi Chon, Chunsi Kudkumkong, Tang Woan Rou and Tang Woanren (collectively be referred to as the "Defendants") claiming for a total amount of RM120,738,812,69 being the outstanding financing facilities granted by Bank Islam to the Customer.
On 8 November 2019, Bank Islam had filed an application for summary judgment and on 18 November 2019, Bank Islam had filed an application to strike out the Defendants’ counter-claim.
The High Court had, on 1 July 2020, allowed Bank Islam’s application for summary judgement and the application to strike out the Defendants’ counter-claim, and dismissed the Defendants’ counter-claim.
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62 APPENDIX IX
FURTHER INFORMATION (Cont’d)
The Defendants had filed a Notice of Appeal to Court of Appeal vide Appeal No.: W- 02(IM)(MUA)-788-07/2020 on 9 July 2020 to appeal against the decision of the High Court. The Defendants had, on 19 August 2020, filed the application for stay of execution against the decision by the High Court. On 1 October 2020, the High Court had allowed the said application with costs to be borne by the Defendants. On 27 October 2020, the Court of Appeal had fixed the date of hearing on the appeal on 7 July 2021.
Our counsel is of the view that, based on the grounds of judgement by the High Court, the Defendant’s appeal is highly likely to be dismissed due to the Defendants having no meritable defence and duplication of action as described in sub-paragraph (i) above.
8. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents are available for inspection at the registered office of our Company at 31st Floor, Menara Bank Islam, No. 22, Jalan Perak, 50450 Kuala Lumpur during normal business hours from Mondays to Fridays (except public holidays) from the date of this Circular & Explanatory Statement up to the date of the forthcoming EGM and CCM:
(i) Constitution of our Company;
(ii) audited consolidated financial statements of our Group for the past two (2) FYEs 31 December 2018 and 2019 and latest unaudited consolidated financial statements for the financial period ended 31 December 2020;
(iii) Deed Poll;
(iv) proforma consolidated statements of financial position of our Company and Bank Islam as at 31 December 2019 together with the Reporting Accountants’ Letter thereon referred to in Appendix VIII of this Circular & Explanatory Statement;
(v) letters of consent referred to in Section 2 above; and
(vi) relevant cause papers in respect of the material litigation referred to in Section 7 above.
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63 BIMB HOLDINGS BERHAD (Company(Company No. No.: 199701008362 199701008362 (423858 (423858-X)) -X)) (Incorporated in Malaysia under the Companies Act, 1965 and deemed registered under the Companies Act, 2016) (Incorporated in Malaysia under the Companies Act, 1965 and deemed registered under the Act)
NOTICE OF EXTRAORDINARY GENERAL MEETING Registered Office 31st Floor, Menara Bank Islam, NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting (“EGM”)No. of 22,BIMB Jalan Holdings Perak, Berhad (“BHB” or “Company”) will be held on fully virtual basis at the broadcast50450 venueKuala at Level Lumpur 31, Menara Bank Islam, 22 Jalan Perak, 50450 Kuala Lumpur, on Wednesday, 31 March 2021 at 10.00 a.m. or any adjournment thereof, for the purpose of considering and, if thought fit, passing8 theMarch following2021 resolutions. Board of Directors TanSPECIAL Sri Haji RESOLUTION Ambrin Buang Chairman/Independent Non-Executive Director MohdPROPOSED Tarmidzi DISTRIBUTION Ahmad Nordin OF THE ENTIRE SHAREHOLDINGS OF BHB IN BANK ISLAM IndependentMALAYSIA NonBERHAD-Executive (“BANK Director ISLAM”) AND SYARIKAT TAKAFUL MALAYSIA KELUARGA NorainiBERHAD Che (“STMKB”) Dan BY WAY OF DISTRIBUTION-IN-SPECIE VIA A REDUCTION AND SeniorREPAYMENT Independent OF THE Non ENTIRE-Executive SHARE Director CAPITAL OF BHB IN ACCORDANCE WITH SECTION 115 EncikAND SECTIONZahari @ Mohd116 OFZin THEIdris COMPANIES ACT, 2016 (THE “ACT”) AS WELL AS USING THE NonRETAINED-Independent EARNINGS Non-Executive OF BHB Director(“PROPOSED DISTRIBUTION AND CAPITAL REPAYMENT”) Datuk Nik Mohd Hasyudeen Yusoff NonTHAT-Independentsubject to the Executive passing Director of Ordinary Resolution 5, Ordinary Resolution 6, the approval of the High Court and all relevant authorities and/or parties (where applicable) being obtained, the Board of To:Directors Our Shareholders of the Company and(“Board Warrant”) beholders and is hereby given the authority and approval to undertake and implement the Proposed Distribution and Capital Repayment via a reduction of the entire share capital Dearof BHB Sir/Madam, in accordance with Section 115 and Section 116 of the Act as well as the retained earnings of BHB, which entails the following: (I) PROPOSED PLACEMENT; (i)(II) PROPOSEDthe distribution SOA; of one (1) Bank Islam Share after the completion of the proposed consolidation (III) PROPOSEDof the entire INTERNALBank Islam SharesREORGANISATION; in issue (“Consolidated Bank Islam Share(s)”) for every one (IV) PROPOSED(1) BHB Share DISTRIBUTION held by the shareholders AND CAPITAL of BHB REPAYMENT; on an entitlement AND date to be determined later (V) PROPOSEDby the Board TRANSFER (“Distribution OF Entitled LISTING Shareholders”); and (ii) the distribution of such number of ordinary shares in STMKB (“STMKB Shares”) held by BHB 1. INTRODUCTION to the Distribution Entitled Shareholders. On 11 December 2019, Maybank IB had, on behalf of our Board, announced that our Company THAT the Consolidated Bank Islam Share(s) and STMKB Shares to be distributed to the Distribution is proposing to undertake the Proposals (“First Announcement”), which entails the following: Entitled Shareholders will be distributed free from any encumbrances and will not be entitled to any dividends, rights, allotments and/or other distributions that may be declared, made or paid to the (i) proposed placement of BHB Shares to raise gross proceeds of up to RM800.0 million; shareholders of Bank Islam and STMKB, the entitlement date of which is prior to the date on which the Consolidated Bank Islam Share(s) and STMKB Shares are credited into the Central Depository System (ii) proposed payment of cash consideration to the Warrantholders by way of a scheme of accounts of the Distribution Entitled Shareholders; arrangement under Section 366 of the Act and will entail the following: THAT forthwith upon the completion of the implementation of the Proposed Distribution and Capital (a) cancellation of the exercise rights in respect of the Warrants; Repayment, two (2) new ordinary shares in BHB be issued to Bank Islam such that BHB will become a wholly-owned subsidiary of Bank Islam; (b) cancellation of the Warrants; and THAT any fractional entitlements of the Consolidated Bank Islam Share(s) will be disregarded and shall (c) termination of the Deed Poll; be dealt with on a fair and equitable manner as the Board in its absolute discretion thinks expedient and in the best interests of the Company; (iii) proposed internal reorganisation of the BHB Group involving the disposal by BHB of its entire shareholdings in BIMB Sec Holdings, BIMB Sec and SASB to its wholly-owned THAT any fractional entitlements and the residual STMKB Shares to be held by BHB arising from the subsidiary, Bank Islam to be settled in cash; Proposed Distribution and Capital Repayment shall be dealt with in a fair and equitable manner as the Board in its absolute discretion thinks expedient and in the best interests of the Company;
1 THAT the Board be and is hereby authorised to complete and give effect to the Proposed Distribution and Capital Repayment and to do all acts and things for and on behalf of the Company as the directors of the Company may consider necessary or expedient with full power to:
(i) execute any agreements in relation to the Proposed Distribution and Capital Repayment and such other agreements, deeds, instruments, undertakings, declarations and/or arrangements including any supplementary or variation agreements and documents in connection therewith and to give full effect to and complete the Proposed Distribution and Capital Repayment; and
(ii) assent to any condition, modification, variation and/or amendment as may be imposed or permitted by any relevant authorities or as may be deemed necessary by the directors of the Company in the best interests of the Company and to take all steps and do all acts and things in any manner as they may deem necessary and/or expedient to finalise, implement, to give full effect to and complete the Proposed Distribution and Capital Repayment,
AND THAT all previous actions taken by the directors of the Company for the purpose of or in connection with the Proposed Distribution and Capital Repayment be and is hereby adopted, approved and ratified.
ORDINARY RESOLUTION 1
PROPOSED PLACEMENT OF NEW ORDINARY SHARES IN BHB (“BHB SHARES”) TO RAISE GROSS PROCEEDS OF UP TO RM800.0 MILLION (“PROPOSED PLACEMENT”)
THAT subject to the approvals of all relevant authorities being obtained, approval be and is hereby given to the Board to allot and issue up to 222,222,222 new ordinary shares of the Company (“Placement Shares”), representing approximately 12.0% of the existing total issued share capital of the Company to raise the Intended Gross Proceeds of up to RM800.0 million, to investor(s) to be identified at a later date, in one or several tranches within six (6) months after the receipt of all requisite approvals for the Proposed Placement or any extended period as may be approved by Bursa Malaysia Securities Berhad (“Bursa Securities”), at an issue price for each tranche to be determined and fixed by way of book-building, at a discount of not more than 10.0% to the volume weighted average market price of BHB Shares for the five (5) market days immediately prior to the price-fixing date(s) to be determined by the Board at a later date;
THAT the Board be and is hereby authorised to utilise the proceeds of the Proposed Placement for such purposes and in such manner as set out in Section 2.1.6 of the Circular & Explanatory Statement dated 8 March 2021 and the Board be and is hereby authorised with full powers to vary the manner and/or purpose of utilisation of such proceeds in such manner as the Board may deem fit, necessary and/or expedient subject to the approval of the relevant authorities, where required, and in the best interests of the Company;
THAT, such Placement Shares shall, upon allotment and issuance, rank equally in all respects with the existing BHB Shares, save and except that the Placement Shares will not be entitled to any dividends, rights, allotments and/or other forms of distributions, that may be declared to the shareholders of the Company, which the entitlement date (namely the date as at the close of business on which the shareholders must be registered in order to be entitled to any dividends, rights, allotments or other distributions) is prior to the date of allotment of the Placement Shares;
THAT the Board be and is hereby authorised to complete and give effect to the Proposed Placement and to do all acts and things for and on behalf of the Company as the directors of the Company may consider necessary or expedient with full power to:
(i) execute any agreements in relation to the Proposed Placement and such other agreements, deeds, instruments, undertakings, declarations and/or arrangements including any supplementary or variation agreements and documents in connection therewith and to give full effect to and complete the Proposed Placement; and (ii) assent to any condition, modification, variation and/or amendment as may be imposed or permitted by Bursa Securities and any other relevant authorities or as may be deemed necessary by the directors of the Company in the best interests of the Company and to take all steps and do all acts and things in any manner as they may deem necessary and/or expedient to finalise, implement, to give full effect to and complete the Proposed Placement,
AND THAT all previous actions taken by the directors of the Company for the purpose of or in connection with the Proposed Placement be and is hereby adopted, approved and ratified.
ORDINARY RESOLUTION 2
PROPOSED PLACEMENT TO LEMBAGA TABUNG HAJI (“LTH”) AND/OR PERSONS CONNECTED TO IT (“PROPOSED PLACEMENT TO LTH”)
THAT, subject to the passing of Ordinary Resolution 1 and approval from the relevant authorities and/or parties being obtained (where required), and to the terms of Ordinary Resolution 1;
(i) approval be and is hereby given for the Company to place, and pursuant thereto for the Board to allot and issue, up to 222,222,222 Placement Shares to LTH and/or persons connected to it on the terms of the Proposed Placement by way of book-building exercise at an issue price to be determined at a later date, and at a price of not more than 10.0% discount to the volume weighted average market price of BHB Shares for the five (5) market days immediately prior to the price-fixing date(s) to be determined by the Board at a later date; and
(ii) approval be and is hereby given for the Board to do all acts, deeds and things and to execute, sign, deliver and cause to be delivered on behalf of the Company all such documents and/or arrangements as may be necessary to give effect to and complete the Proposed Placement to LTH and to assent to any conditions, modifications, variations and/or amendments in any manner as may be required by the Company and to take such steps as they may deem necessary or expedient in order to implement, finalise and give full effect to and complete the Proposed Placement to LTH.
ORDINARY RESOLUTION 3
PROPOSED PLACEMENT TO EMPLOYEES PROVIDENT FUND BOARD (“EPF”) AND/OR PERSONS CONNECTED TO IT (“PROPOSED PLACEMENT TO EPF”)
THAT, subject to the passing of Ordinary Resolution 1 and approval from the relevant authorities and/or parties being obtained (where required), and to the terms of Ordinary Resolution 1;
(i) approval be and is hereby given for the Company to place, and pursuant thereto for the Board to allot and issue, up to 222,222,222 Placement Shares to EPF and/or persons connected to it, on the terms of the Proposed Placement by way of book-building exercise at an issue price to be determined at a later date, and at a price of not more than 10.0% discount to the volume weighted average market price of BHB Shares for the five (5) market days immediately prior to the price-fixing date(s) to be determined by the Board at a later date; and
(ii) approval be and is hereby given for the Board to do all acts, deeds and things and to execute, sign, deliver and cause to be delivered on behalf of the Company all such documents and/or arrangements as may be necessary to give effect to and complete the Proposed Placement to EPF and to assent to any conditions, modifications, variations and/or amendments in any manner as may be required by the Company and to take such steps as they may deem necessary or expedient in order to implement, finalise and give full effect to and complete the Proposed Placement to EPF. ORDINARY RESOLUTION 4
PROPOSED PLACEMENT TO PERMODALAN NASIONAL BERHAD (“PNB”) AND / OR FUNDS MANAGED BY PNB (“PROPOSED PLACEMENT TO PNB”)
THAT, subject to the passing of Ordinary Resolution 1 and approval from the relevant authorities and/or parties being obtained (where required), and to the terms of Ordinary Resolution 1;
(i) approval be and is hereby given for the Company to place, and pursuant thereto for the Board to allot and issue, up to 222,222,222 Placement Shares to PNB and/or funds managed by PNB, on the terms of the Proposed Placement by way of book-building exercise at an issue price to be determined at a later date, and at a price of not more than 10.0% discount to the volume weighted average market price of BHB Shares for the five (5) market days immediately prior to the price-fixing date(s) to be determined by the Board at a later date; and
(ii) approval be and is hereby given for the Board to do all acts, deeds and things and to execute, sign, deliver and cause to be delivered on behalf of the Company all such documents and/or arrangements as may be necessary to give effect to and complete the Proposed Placement to PNB and to assent to any conditions, modifications, variations and/or amendments in any manner as may be required by the Company and to take such steps as they may deem necessary or expedient in order to implement, finalise and give full effect to and complete the Proposed Placement to PNB.
ORDINARY RESOLUTION 5
PROPOSED INTERNAL REORGANISATION OF BHB AND ITS SUBSIDIARIES (“BHB GROUP”) INVOLVING THE DISPOSAL BY BHB OF ITS ENTIRE SHAREHOLDINGS IN BIMB SECURITIES (HOLDINGS) SDN. BHD. (“BIMB SEC HOLDINGS”), BIMB SECURITIES SDN. BHD. (“BIMB SEC”) AND SYARIKAT AL-IJARAH SDN. BHD. (“SASB”) TO ITS WHOLLY-OWNED SUBSIDIARY, BANK ISLAM TO BE FULLY SETTLED IN CASH (“PROPOSED INTERNAL REORGANISATION”)
THAT subject to the passing of Ordinary Resolution 6, the Special Resolution and the approvals of all relevant authorities being obtained, approval be and is hereby given to the Board to undertake and implement the Proposed Internal Reorganisation which will entail the proposed disposal by BHB of the following identified subsidiaries to its wholly-owned subsidiary, Bank Islam:
(i) disposal of 100.0% equity interest in SASB for a cash consideration equivalent to the latest audited carrying amount of BHB’s investment in SASB at the time of the signing of the share sale agreement with Bank Islam (“Share Sale Agreement”) (“Proposed Disposal of SASB”);
(ii) disposal of 100.0% interest in BIMB Sec Holdings for a cash consideration equivalent to the latest audited carrying amount of BHB’s investment in BIMB Sec Holdings at the time of the signing of the Share Sale Agreement (“Proposed Disposal of BIMB Sec Holdings”); and
(iii) disposal of the entire 49.0% equity interest held by BHB directly in BIMB Sec, a 51.0%-owned subsidiary of BIMB Sec Holdings, for a cash consideration equivalent to the latest audited carrying amount of BHB’s investment in BIMB Sec at the time of the signing of the Share Sale Agreement (“Proposed Disposal of BIMB Sec”),
(the Proposed Disposal of SASB, Proposed Disposal of BIMB Sec Holdings and Proposed Disposal of BIMB Sec are collectively referred to as “Proposed Disposals”),
AND THAT the Board be and is hereby authorised to complete and give effect to the Proposed Internal Reorganisation and to do all acts and things for and on behalf of the Company as the directors of the Company may consider necessary or expedient with full power to:
(i) execute any agreements in relation to the Proposed Internal Reorganisation and such other agreements, deeds, instruments, undertakings, declarations and/or arrangements including any supplementary or variation agreements and documents in connection therewith and to give full effect to and complete the Proposed Internal Reorganisation; and (ii) assent to any condition, modification, variation and/or amendment as may be imposed or permitted by any relevant authorities or as may be deemed necessary by the directors of the Company in the best interests of the Company and to take all steps and do all acts and things in any manner as they may deem necessary and/or expedient to finalise, implement, to give full effect to and complete the Proposed Internal Reorganisation,
AND THAT all previous actions taken by the directors of the Company for the purpose of or in connection with the Proposed Internal Reorganisation be and is hereby adopted, approved and ratified.
ORDINARY RESOLUTION 6
PROPOSED TRANSFER OF THE LISTING STATUS OF BHB ON THE MAIN MARKET OF BURSA SECURITIES TO BANK ISLAM AFTER THE COMPLETION OF THE PROPOSED DISTRIBUTION AND CAPITAL REPAYMENT (“PROPOSED TRANSFER OF LISTING”)
THAT subject to the passing of Ordinary Resolution 5, the Special Resolution, the approval of Bursa Securities, the full implementation and completion of the Proposed Internal Reorganisation and Proposed Distribution and Capital Repayment as well as the approvals of all relevant authorities being obtained, the Board be and is hereby authorised to complete and give effect to the Proposed Transfer of Listing and to do all acts and things for and on behalf of the Company as the Board may consider necessary or expedient with full power to:
(i) execute any agreements in relation to the Proposed Transfer of Listing and such other agreements, deeds, instruments, undertakings, declarations and/or arrangements including any supplementary or variation agreements and documents in connection therewith and to give full effect to and complete the Proposed Transfer of Listing; and
(ii) assent to any condition, modification, variation and/or amendment as may be imposed or permitted by Bursa Securities and any other relevant authorities or as may be deemed necessary by the directors of the Company in the best interests of the Company and to take all steps and do all acts and things in any manner as they may deem necessary and/or expedient to finalise, implement, to give full effect to and complete the Proposed Transfer of Listing,
AND THAT all previous actions taken by the directors of the Company for the purpose of or in connection with the Proposed Transfer of Listing be and is hereby adopted, approved and ratified.
By Order of the Board BIMB HOLDINGS BERHAD
MARIA MAT SAID (LS 0009400) Practicing Certificate No. 202008002449 Company Secretary Kuala Lumpur
8 March 2021 Notes: 1. The EGM of the Company will be conducted entirely on a virtual basis through live streaming and online remote voting via Remote Participation and Electronic Voting Facilities (“RPEV”). The virtual meeting via RPEV will be available at https://web.lumiagm.com. Please follow the procedures provided in the Administrative Guide for the EGM in order to register, participate and vote remotely. 2. The venue of the EGM is strictly for the purpose of complying with Section 327(2) of the Act and Clause 96 of the Company’s Constitution which requires the Chairman of the meeting to be present at the main venue of the meeting. The notification of the venue of the EGM is to inform shareholders where the electronic EGM production and streaming will be conducted. No shareholders/proxies from the public will be physically allowed at the meeting venue. 3. In accordance with Clause 109 of the Company’s Constitution, each member of the Company (“Member”) shall be entitled to present and to vote at any general meeting of the Company, either personally or by proxy or by attorney and to be reckoned in a quorum in respect of shares fully paid and in respect of partially paid shares where calls are not due and unpaid. Members may exercise their rights to participate (including pose questions via the RPEV) during the EGM. 4. Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Securities, all resolutions set out in this Notice of the EGM will be conducted by way of a poll. 5. The Company has appointed its share registrar, Boardroom Share Registrar Sdn. Bhd. (“Boardroom” or “Registrar”) as the poll administrator to conduct the poll by way of electronic voting (“e-voting”) and SKY Corporate Services Sdn. Bhd. as the Independent Scrutineers to verify the poll results. 6. For the purpose of determining a Member who is entitled to attend the virtual EGM, the Company will request Bursa Malaysia Depository Sdn. Bhd., in accordance with Clause 93 of the Company's Constitution, to issue a Record of Depositor ("ROD") as at 24 March 2021. Only a Member whose name appears on the ROD as at 24 March 2021 shall be entitled to attend the meeting or appoint a proxy(ies) to attend and/or vote on his/ her behalf. 7. Notes on Appointment of Proxy: (a) In accordance with Clause 92 of the Company's Constitution, a Member entitled to attend and vote at a meeting of the Company is entitled to appoint one (1) or more proxies to exercise all or any of his/her rights to attend, participate, speak and vote for him/her subject to the following provisions: (i) save as provided under Note (b) below, Clause 113 of the Company's Constitution and the Act, each Member shall not be permitted to appoint more than two (2) proxies to attend the same meeting; and (ii) where a Member appoints more than one (1) proxy, the appointment shall be invalid unless he/she specifies the proportion of his/her holdings to be represented by each proxy. (b) For the avoidance of doubt and subject always to Note (a)(ii) above, the Company's Constitution and the Act: (i) where a Member is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ("omnibus account"), there is no limit to the number of proxies which an exempt authorised nominee may appoint in respect of each omnibus account it holds; and (ii) where a Member is an authorised nominee, he/she may appoint at least one (1) proxy in respect of each securities account it holds to which ordinary shares in the Company are credited. Each appointment of proxy by an authorised nominee may be made separately or in one instrument of proxy should specify the securities account number and the name of the beneficial owner for whom the authorised nominee is acting. (c) There shall be no restriction as to the qualification of the proxy. Hence, a proxy need not be a Member. (d) The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing or if such appointer is a corporation, under its Seal or the hand of its attorney. (e) The instrument appointing a proxy ("Proxy Form") must be deposited at the Registrar's office in the following manner: (i) by electronic means through the Boardroom Smart Investor Portal at https://boardroomlimited.my by logging in and selecting "E-PROXY LODGEMENT"; or (ii) by hand or post to Boardroom Share Registrar Sdn. Bhd. at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor, Malaysia, not less than forty-eight (48) hours before the time appointed for holding the meeting which is no later than Monday, 29 March 2021 at 10.00 a.m. (f) The lodging of a completed Proxy Form does not preclude a Member from attending and voting should the Member decides to do so. If the Member subsequently decided to attend the EGM, the Member is requested to revoke the earlier appointment of proxy by notifying Boardroom in writing, no later than 10.00 a.m., Monday, 29 March 2021. BIMB HOLDINGS BERHAD (Company No.: 199701008362 (423858-X)) (Incorporated in Malaysia under the Companies Act, 1965 and deemed registered under the Companies Act, 2016)
NOTICE OF COURT-CONVENED MEETING IN THE HIGH COURT OF MALAYA AT KUALA LUMPUR IN THE FEDERAL TERRITORY OF MALAYSIA (COMMERCIAL DIVISION) ORIGINATING SUMMONS WA-24NCC-39-02/2021
In the matter of BIMB HOLDINGS BERHAD (Company No.: 199701008362 (423858-X));
And
In the matter of the Proposed Scheme of Arrangement between BIMB HOLDINGS BERHAD (Company No.: 199701008362 (423858-X)) with its warrantholders;
And
In the matter of Section 366 and other relevant provisions of the Companies Act, 2016;
And
In the matter of Order 88 of Rules of Court 2012
BIMB Holdings Berhad (Company No.: 199701008362 (423858-X)) …. Applicant
NOTICE OF COURT-CONVENED MEETING (For Warrantholders of the Applicant)
NOTICE IS HEREBY GIVEN THAT by an Order of the High Court of Malaya (“High Court”) dated 4.2.2021 (“Order”) in respect of the above matter, the High Court has directed that a court-convened meeting of the holders of the outstanding warrants 2013/2023 (“Warrants”) of BIMB Holdings Berhad (“BHB” or “Company”) will be held on fully virtual basis at the broadcast venue at Level 31, Menara Bank Islam, 22 Jalan Perak, 50450 Kuala Lumpur, on Wednesday, 31 March 2021 at 12.30 p.m. or immediately after the conclusion or adjournment (as the case may be) of the Extraordinary General Meeting (“EGM”) of the Company to be held at the same venue and on the same day at 10.00 a.m., whichever is the later (“CCM”), for the purpose of considering and if thought fit, passing with or without any modification, a proposed scheme of arrangement between BHB and its warrantholders (“Warrantholders”) pursuant to Section 366 of the Companies Act, 2016 (“Act”).
The following resolution is proposed to be voted upon and approved at the CCM by way of a special resolution to be passed in accordance with the terms of the deed poll dated 25 October 2013:- SPECIAL RESOLUTION
PROPOSED SCHEME OF ARRANGEMENT
THAT subject to the sanction of the High Court, the approval of Bursa Malaysia Securities Berhad (“Bursa Securities”) and approval of all other relevant authorities (if any) being obtained, approval be and is hereby given for the implementation under Section 366 of the Act of a scheme of arrangement between BHB with its Warrantholders, details of which are set out in Appendix VII of the circular to shareholders and explanatory statement to the Warrantholders dated 8 March 2021 (“Circular & Explanatory Statement”), which entails the payment of warrants consideration of RM0.38 per Warrant, based on the five (5)-day volume weighted average price of the Warrants up to and including 25 February 2021, being the last market day immediately preceding the price-fixing date of the Proposed Scheme of Arrangement on 26 February 2021, and the implementation of the following proposals:
(a) cancellation of the exercise rights in respect of the Warrants; (b) cancellation of the Warrants; and (c) termination of the deed poll dated 25 October 2013,
(collectively referred to as the “Proposed Scheme of Arrangement”),
THAT to facilitate the implementation of the Proposed Scheme of Arrangement, authority be and is hereby given for the last date and time for the exercise of the Warrants to be 5.00 p.m. on the eighth (8th) market day prior to the entitlement date for the Proposed Scheme of Arrangement, which shall be determined and announced by the board of directors of the Company (the “Board”) at a later date and time;
AND THAT the Board be and is hereby authorised to complete and give effect to the Proposed Scheme of Arrangement and to do or to procure to be done, all acts, deeds and things for and things for and on behalf of the Company, as the Board may consider necessary or expedient with full power to:
(a) execute, sign and deliver on behalf of the Company, any agreements, and all such documents in relation to the Proposed Scheme of Arrangement and such other agreements, deeds, instruments, undertakings, declarations and/or arrangements including any supplementary or variation agreements and documents in connection therewith and to give full effect to and complete the Proposed Scheme of Arrangement; and
(b) assent to any condition, modification, variation and/or amendment as may be imposed or permitted by Bursa Securities and any other relevant authorities or as may be deemed necessary by the Board in the best interests of the Company and to take all steps and do all acts and things in any manner as they may deem necessary and/or expedient to finalise, implement, to give full effect to and complete the Proposed Scheme of Arrangement,
AND THAT all previous actions taken by the directors of the Company for the purpose of or in connection with the Proposed Scheme of Arrangement be and are hereby adopted, approved and ratified.
A copy of the Circular & Explanatory Statement detailing the Proposed Scheme of Arrangement, containing the Proxy Form, required to be furnished pursuant to Section 369 of the Act is enclosed herewith (“Document”). Additional copies of the Document can be obtained from the registered office of the Company at 31st Floor, Menara Bank Islam, No.22, Jalan Perak, 50450 Kuala Lumpur, Malaysia during normal business hours from Monday to Friday (except public holidays) from the date of the Document up to and including the date of the CCM for Warrantholders.
By the Order of the Court, the Court has appointed Tan Sri Ambrin Bin Buang (NRIC No.490324-10-5007) being the Chairman of BHB or failing him, one Noraini Binti Che Dan (NRIC No.560414-71-5088) being a director of BHB, to act as the Chairman of the CCM or any adjournment thereof and to report the result of the CCM to the Court thereafter.
The Scheme of Arrangement will be subject to the subsequent sanction of the High Court. By Order of the Board BIMB HOLDINGS BERHAD
MARIA MAT SAID (LS 0009400) Practicing Certificate No. 202008002449 Company Secretary Kuala Lumpur
8 March 2021
Notes:
1. The CCM of the Company will be conducted entirely on a virtual basis through live streaming and online remote voting via Remote Participation and Electronic Voting Facilities (“RPEV”). The virtual meeting via RPEV will be available at https://web.lumiagm.com. Please follow the procedures provided in the Administrative Guide for the CCM in order to register, participate and vote remotely.
2. The venue of the CCM is strictly for the purpose of complying with Section 327(2) of the Act which requires the Chairman of the meeting to be present at the main venue of the meeting. The notification of the venue of the CCM is to inform warrantholders where the electronic CCM production and streaming will be conducted. No warrantholders/proxies from the public will be physically allowed at the meeting venue.
3. In accordance with the Fourth Schedule of the Deed Poll, each Warrantholder shall be entitled to be present and to vote at any warrantholders’ meeting of the Company, either personally or by proxy or by attorney and to be reckoned in a quorum. Warrantholders may exercise their rights to participate (including pose questions via the RPEV) during the CCM.
4. Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in this Notice of the CCM will be conducted by way of a poll.
5. The Company has appointed its share registrar, i.e. Boardroom Share Registrar Sdn. Bhd. (“Boardroom” or “Registrar”) as the poll administrator to conduct the poll by way of electronic voting (“e-voting”) and SKY Corporate Services Sdn. Bhd. as the Independent Scrutineers to verify the poll results.
6. For the purpose of determining a Warrantholder who is entitled to attend the virtual CCM, the Company will request Bursa Malaysia Depository Sdn. Bhd., in accordance with Clause 93 of the Company's Constitution, to issue a Record of Depositor ("ROD") as at 24 March 2021. Only a Warrantholder whose name appears on the ROD as at 24 March 2021 shall be entitled to attend the meeting or appoint a proxy(ies) to attend and/or vote on his/ her behalf.
7. Notes on Appointment of Proxy:
(a) There shall be no restriction as to the qualification of the proxy. Hence, a proxy need not be a Warrantholder.
(b) The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, if the appointer is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.
(c) The instrument appointing a proxy ("Proxy Form") must be deposited at the Registrar's office in the following manner:
(i) by electronic means through the Boardroom Smart Investor Portal at https://boardroomlimited.my by logging in and selecting "E-PROXY LODGEMENT"; or
(ii) by hand or post to Boardroom Share Registrar Sdn. Bhd. at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor, Malaysia, not less than forty-eight (48) hours before the time appointed for holding the meeting which is no later than Monday, 29 March 2021 at 12.30 p.m.
(d) The lodging of a completed Proxy Form does not preclude a Warrantholder from attending and voting should the Warrantholder decides to do so. If the Warrantholder subsequently decided to attend the CCM, the Warrantholder is requested to revoke the earlier appointment of proxy by notifying Boardroom in writing, no later than 12.30 p.m., Monday, 29 March 2021. ✄ 50450 Kuala Lumpur Lumpur Kuala 50450 of Meeting CompanyGeneral the be to held Unless otherwise instructed,the proxy may vote he/she as thinks fit Signed this ______day______of at proxy or abstain*his/her discretion. voting given, willis vote fromthe voting as to nospecific If becast. to belowwish provided your votes onhow you space(s) with an“x” appropriate indicate the in Please or failing *and/or of “Company”), a*member/members Holdings BIMB (the herebybeing appoint Berhad …………………………. ……………….……………………………and of telephone email no./ address ………………………………. *I/ …………………………….……….We *NRIC No./ Passport No./ Company N *S Signature ofMember/Common Seal ORDINARY RESOLUTION ORDINARY RESOLUTION ORDINARY RESOLUTI ORDINARY RESOLUTION 3 ORDINARY RESOLUTION 2 ORDINARY RESOLUTION 1 SPECIAL RESOLUTION RESOL Letters) AddressBlock (in Full Name and Letters) AddressBlock (in Full Name and trike outwhichever is not desired. Email Address Email Address Signed this ______day______of at proxy or abstain*his/her discretion. voting given, willis vote fromthe voting as to nospecific If becast. to belowwish provided your votes onhow you space(s) with an“x” appropriate indicate the in Please Lumpur Kuala 50450 of Meeting CompanyGeneral the be to held or failing *and/or of “Company”), a*member/members Holdings BIMB (the herebybeing appoint Berhad …………………………. ……………….……………………………and of telephone email no./ address ………………………………. *I/ …………………………….……….We *NRIC No./ Passport No./ Company N Unless otherwise instructed,the proxy may vote he/she as thinks fit *S Signature ofMember/Common Seal ORDINARY RESOLUTION ORDINARY RESOLUTION ORDINARY RESOLUTI ORDINARY RESOLUTION 3 ORDINARY RESOLUTION 2 ORDINARY RESOLUTION 1 SPECIAL RESOLUTION RESOL Letters) AddressBlock (in Full Name and Letters) AddressBlock (in Full Name and * UTION trike outwhichever is not desired. him/her, Email Address Email Address (Incorpo * UTION him/her, FORM OFPROXYFORM FORMEETING THEEXTRAORDINARY GENERAL the Chairman ofthe the meeting (Incorpo rated in Malaysia under the Companies Act, 1965andunder under Act, the in Companies deemedrated Malaysia registered on on FORM OFPROXYFORM FORMEETING THEEXTRAORDINARY GENERAL Wednesday, Wednesday, the Chairman ofthe the meeting ON 4 ON – rated in Malaysia under the Companies Act, 1965andunder under Act, the in Companies deemedrated Malaysia registered on on PROPOSED DISTRIBUTION AND REPAYMENT CAPITAL DISTRIBUTION PROPOSED 5 6 NRIC/Passport No. NRIC/Passport No. NRIC/Passport Wednesday, Wednesday, – – – – – – ON 4 ON PROPOSED PLACEMENTTOLTH PLACEMENT PROPOSED PROPOSED TRANSFER OF LISTING REORGANISATION INTERNAL PROPOSED PROPOSED PLACEMENTTOPNB EPF TO PLACEMENT PROPOSED – PROPOSED DISTRIBUTION AND REPAYMENT CAPITAL DISTRIBUTION PROPOSED 6 5 NRIC/Passport No. NRIC/Passport No. NRIC/Passport (Company No.: 199701008362(423858 No.: (Company 31 March – – – – – – PROPOSED PLACEMENTTOLTH PLACEMENT PROPOSED PROPOSED TRANSFER OF LISTING REORGANISATION INTERNAL PROPOSED PROPOSED PLACEMENTTOPNB EPF TO PLACEMENT PROPOSED BIMB HOLDINGS BERHAD HOLDINGS BIMB (Company No.: 199701008362(423858 No.: (Company the Companies Companies 2016) the Act, 31 March fully virtual at the broadcast venue at virtual fully the broadcast at31, Level Menara 22 Bank Islam, Jalan Perak, as as BIMB HOLDINGS BERHAD HOLDINGS BIMB 2021 *my/our *my/our the Companies Companies 2016) the Act, fully virtual at the broadcast venue at virtual fully the broadcast at31, Level Menara 22 Bank Islam, Jalan Perak, at at as as 2021 10 *my/our *my/our .00 a.m. * proxy at at 10 .00 a.m. /pro * proxy or xies y adjournment thereof adjournment any No. of Shares No. of Shares /pro Tel No Tel Tel No Tel to vote for *me/ for vote to or xies an , - No. of Shares No. of Shares X)) 20 o………………………... y adjournment thereof adjournment y No. of Shares held Tel No Tel Tel No Tel to vote for *me/ for vote to 2 1 , - . X)) 20 o………………………... No. of Shares held 2 1 us on*my/our . . us on*my/our % of Shareholdings % of Sha . % of Sha % of Shareholdings behalf at the at the Extraordinary behalf CDS AccountCDS No. reholdings FOR behalf at the at the Extraordinary behalf CDS AccountCDS No. reholdings FOR AGAINST direction AGAINST direction Notes:
1. The EGM of the Company will be conducted entirely on a virtual basis through live streaming and online remote voting via Remote Participation and Electronic Voting Facilities (“RPEV”). The virtual meeting Facilities will be available at https://web.lumiagm.com. Please follow the procedures provided in the Administrative Guide for the EGM in order to participate remotely. 2. The venue of the EGM is strictly for the purpose of complying with Section 327(2) of the Act and Clause 96 of the Company’s Constitution which requires the Chairman of the meeting to be present at the main venue of the meeting. The notification of the venue of the EGM is to inform shareholders where the electronic EGM production and streaming will be conducted. No shareholders/proxies from the public will be physically allowed at the meeting venue. 3. In accordance with Clause 109 of the Company’s Constitution, each member of the Company (“Member”) shall be entitled to present and to vote at any general meeting of the Company, either personally or by proxy or by attorney and to be reckoned in a quorum in respect of shares fully paid and in respect of partially paid shares where calls are not due and unpaid. Members may exercise their rights to participate (including pose questions via the RPEV) during the EGM. 4. Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in this Notice of the EGM will be conducted by way of a poll. 5. The Company has appointed its share registrar, i.e. Boardroom Share Registrar Sdn. Bhd. (“Boardroom” or “Registrar”) as the poll administrator to conduct the poll by way of electronic voting (“e-voting”) and SKY Corporate Services Sdn. Bhd. as the Independent Scrutineers to verify the poll results. 6. For the purpose of determining a Member who is entitled to attend the virtual EGM, the Company will request Bursa Malaysia Depository Sdn. Bhd., in accordance with Clause 93 of the Company's Constitution, to issue a Record of Depositor ("ROD") as at 24 March 2021. Only a Member whose name appears on the ROD as at 24 March 2021 shall be entitled to attend the meeting or appoint a proxy(ies) to attend and/or vote on his/ her behalf. 7. Notes on Appointment of Proxy: (a) In accordance with Clause 92 of the Company's Constitution, a Member entitled to attend and vote at a meeting of the Company is entitled to appoint one (1) or more proxies to exercise all or any of his/her rights to attend, participate, speak and vote for him/her subject to the following provisions: (i) save as provided under Note (b) below, Clause 113 of the Company's Constitution and the Companies Act 2016, each Member shall not be permitted to appoint more than two (2) proxies to attend the same meeting; and (ii) where a Member appoints more than one (1) proxy, the appointment shall be invalid unless he/she specifies the proportion of his/her holdings to be represented by each proxy. (b) For the avoidance of doubt and subject always to Note (a)(ii) above, the Company's Constitution and the Companies Act 2016: (i) where a Member is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ("omnibus account"), there is no limit to the number of proxies which an exempt authorised nominee may appoint in respect of each omnibus account it holds; and (ii) where a Member is an authorised nominee, he/she may appoint at least one (1) proxy in respect of each securities account it holds to which ordinary shares in the Company are credited. Each appointment of proxy by an authorised nominee may be made separately or in one instrument of proxy should specify the securities account number and the name of the beneficial owner for whom the authorised nominee is acting. (c) There shall be no restriction as to the qualification of the proxy. Hence, a proxy need not be a Member. (d) The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing or if such appointer is a corporation, under its Seal or the hand of its attorney. (e) The instrument appointing a proxy ("Proxy Form") must be deposited at the Registrar's office in the following manner: (i) by electronic means through the Boardroom Smart Investor Portal at https://boardroomlimited.my by logging in and selecting "E-PROXY LODGEMENT"; or (ii) by hand or post to Boardroom Share Registrar Sdn. Bhd. at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor, Malaysia, not less than forty-eight (48) hours before the time appointed for holding the meeting which is no later than Monday, 29 March 2021 at 10.00 a.m. (f) The lodging of a completed Proxy Form does not preclude a Member from attending and voting should the Member decides to do so. If the Member subsequently decided to attend the EGM, the Member is requested to revoke the earlier appointment of proxy by notifying Boardroom in writing, no later than 10.00 a.m., Monday, 29 March 2021. Fold this flap for sealing Fold this flap for sealing
Then fold here
Then fold here
STAMP AFFIX STAMP
BOARDROOM SHARE REGISTRAR SDN BHD 11th Floor, Menara Symphony No. 5, Jalan Prof. Khoo Kay Kim Seksyen 13, 46200 Petaling Jaya Selangor Darul Ehsan Malaysia
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1st fold here ✄ ✄ hereby appoint …………………………… *and/or *and/or ……………….……………………………………. of …………………………….………. Passport *NRIC*I/ Company No./ No./ We Emai Letters) Block Address (in Name andFull FORM OFPROXYFORM FOR THECOURT l address IN THE HIGHIN THE COURTOFATMALAYA KUALA LUMPUR ORIGINATINGWA NO. SUMMONS . …being * a NRIC/Passport No. NRIC/Passport (Incorporated in Malaysia under the Companies Act, 1965 under Act, the in Companies Malaysia (Incorporated and IN THE FEDERALIN THE OFMALAYSIA TERRITORY deemed registered un registered deemed (Company No.: No.: (Company BIMB HOLDINGS BERHAD HOLDINGS BIMB warrantholder (COMMERCIAL DIVISION) -CONVENED MEETING 199701008362 (423858 ………………… der the Companies Act, 2016) Act, the Companies der / warrantholders No. of WarrantsNo. of Tel No Tel -24NCC I And (Company No.: 199701008362 (423858 m the In provisionsthe of I And (423858 BERHAD199701008362No.: (Company Arrangement 2012 I And n the matterof the n the matter of n the matter of the matter n No. of Warrantsof heldNo. and telephone no./email address FOR WARRANTHOLDERS THE ofBIMB Holdings Berhad (the “ - -3902/2021 X) -X)) ) atter of with warrantholders; its No…………………….. , between Section 366 Order Companies Act,2016 BIMB HOLDINGS BERHAD % of % of Proposed 88 88 Warrantholdings CDS AccountNo. BIMB HOLDINGS of and otherrelevant Rules ofRules Court Scheme Company ; -X)); of ”), Full Name and Address (in Block NRIC/Passport No. No. of Warrants % of Warrantholdings Letters)
Email address Tel No
or failing *him/her, the Chairman of the meeting as *my/our *proxy/proxies to vote for *me/us on *my/our behalf at the Court-Convened Meeting of the Company, to be held fully virtual at the broadcast venue at Level 31, Menara Bank Islam, 22 Jalan Perak, 50450 Kuala Lumpur on Wednesday, 31 March 2021 at 12.30 p.m. or at any adjournment thereof.
Please indicate with an “x” in the appropriate space(s) provided below on how you wish your votes to be cast. If no specific direction as to voting is given, the proxy will vote or abstain from voting at *his/her discretion.
RESOLUTIONS FOR AGAINST
SPECIAL RESOLUTION – PROPOSED SOA
Signed this ______day of ______, 2021.
Signature of Warrantholder/Common Seal *Strike out whichever is not desired.
Unless otherwise instructed, the proxy may vote as he/she thinks fit. ✄ Notes: 7. 3. 6. 5. 4. 2. 1. meeting venue. will bestreaming conducted. of the venueof the of CCM inform is to req The venue ofthe CCM strictly is forthe purpose of complying with Section 327(2)of the Actwhich results. (“e (“Boardroom The Company has appointed its share registrar, i.e. Boardroom presentand to atvote any with accordance In proxy(ies) to attend and/or vote his/ on her behalf. (including pose questions via the attorneyby and to be reckoned a in quorum.Warrantholders may exercise their rights to participate (a) Notes name appears on the ROD as at Constitution, to issue Record a Depositor ("of will For the purpose of determining a Warrantholder who is entitled to attend the virtual CCM,the Company Berhad, all resolutions outset thisin Notice of the CCM willbe conducted wayby ofa poll. Pursuant to Paragraph 8.29A ofthe Main Market Listing Requirements ofBursa Malaysia Secur (c) (b) Administrative Guide for the CCM order in to via RPEV via remote voting The CCM ofthe Company will be conducted entirely on a virtual basis through live streaming and online (d) -voting uires the Chairman ofthe meeting to be present at the main venue of the meeting. The notification requestBursa Malaysia Depository Sdn.Bhd., accordance in with Clause decided and of There shall benorestriction as to the qualification ofthe proxy.Hence, a proxy need not bea the following manner: The instrumentappoi seal or under the handan of officer or attorney duly authorised. attorney duly authorised in writing or, ifthe appointeris acorporation,either underits common The instrumentappoint (ii) The Warrantholder. (i) on Appointmentof Proxy proxy ”) and lodging will beavailableat voting i notless than No. 5, Jalan Prof.Khoo Kay Kim,Seksyen 13, 46200 Petaling Jaya,Selangor, Malaysia, by handby or s nos later than https://boardroomlimited.my electronicby means through the Boardroom SmartInvestor Portal at ” or “ ” or to via Remote Participation and Electronic Voting by SKY CorporateServices attend notifying should Registrar of the Fourth Schedule ofthe a post to Boardroom Share Registrar Sdn.Bhd. Registrar Boardroom Share to post the CCM, forty completed Proxy the Monday, March 29 nting a proxy (" Boardroom warrantholder ”) ”) No warrantholders/proxies from p the - ing aproxy shall bein writing under the hand ofthe appointer or his eight https: as the as poll administrator to conduct Warrantholder decides : RPEV 24 March t (48 he //web.lumiagm.com.Please follow the ) hours before the time appointed for holding the meeting which in Warrantholder is ) during the by logging in and selecting " selecting and in logging by writing, s’ warrantholders Proxy Form"Proxy Sdn.Bhd. as the IndependentScrutineers to verify the poll Form meeting ofthe Company, either personally or by prox 2021 shall be entitled t ROD register, 2021 at Deed Poll, each does no ") as at at as ") CCM. later 1 participate not 2 to ) must be deposited atthe Registrar's office in .30 .30 requested than 24 March where the electronic CCM production and do preclude p .m. 12.30 p.m., Monday, 29 March 2021 Facilities so. W and vote ublic will be physically allowed at the the at allowed physically be will ublic If the poll wayby ofelectronic voting arrantholder shall be entitled to 2021. Only a Warrantholder whose to o attend the meeting or appoint a E-PROXY LODGEMENT at a the revoke 11 Warrantholder (“RPEV”). The Warrantholder subsequently Share Registrar Bhd Sdn th remotely. p Floor,Menara Symphony, rocedures the 93 earlier of the Company'sof provided from v irtual appointment attending "; or "; m eeting in thein ities ities y or or y . be be Fold this flap for sealing Fold this flap for sealing
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STAMP AFFIX STAMP
BOARDROOM SHARE REGISTRAR SDN BHD 11th Floor, Menara Symphony No. 5, Jalan Prof. Khoo Kay Kim Seksyen 13, 46200 Petaling Jaya Selangor Darul Ehsan Malaysia
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