PETALING JAYA: CIMB Bank Bhd plans to streamline its shareholding structure which will result in CIMB Group Sdn Bhd (CIMBG), a wholly owned subsidiary of CIMB Group Holdings Bhd (CIMBGH), acquiring all the remaining shares of 0.0008% in CIMB Bank that it does not already own, for RM1.4 million.
The exercise involves a members’ scheme of arrangement that will be undertaken with its ordinary shareholders pursuant to the Malaysian Companies Act 2016, and does not involve any arrangement with any creditor of CIMB Bank. The scheme is subject to the approval of the ordinary shareholders of CIMB Bank at a court-convened meeting and sanction of the scheme by the High Court of Malaya. The dcheme provides an opportunity to the remaining small number of existing non-CIMBGH ordinary shareholders of CIMB Bank (minority shareholders) to realise their investment in CIMB Bank at an attractive premium and valuation.
“CIMB Bank has appointed an independent valuer to opine on the offer price to ensure the fairness of the offer price to the minority shareholders. The scheme, including the offer price, was arrived at after taking into consideration the interests and needs of CIMB Bank, the minority shareholders and CIMBGH. Minority shareholders who wish to remain indirectly invested in CIMB Bank may use the cash proceeds to acquire the listed shares of CIMBGH, which are more liquid,“ CIMB said in a statement.
The scheme is expected to lead to cost savings, and in turn, improved earnings for CIMB Bank, by way of improving certain administrative procedures, such as those relating to maintaining and updating the records of information on, holding of physical shareholders’ meetings with, and dispatching notices and issuance of dividend payments to the minority shareholders, as well as dealing with unclaimed monies belonging to uncontactable minority shareholders and attending to minority shareholders’ queries.
Further, the scheme is expected to improve operational and administrative efficiencies for CIMB Bank. Upon completion of the scheme, certain transactions of the requisite value (being 5% or more based on the prescribed percentage ratios under the Main Market Listing Requirements of Bursa Malaysia Securities) between CIMB Bank and CIMBG or connected persons to CIMBG, can be completed in a more efficient manner as they would only require the approval of the sole shareholder of CIMB Bank, which is CIMBG. The scheme will not have any material impact to operations and financial standing of CIMB Bank and the CIMB group of companies.
