General Announcement

31/03/2004

CIMB BERHAD (COMPANY) ISSUANCE OF SUBORDINATED BONDS BY COMMERCE INTERNATIONAL MERCHANT BANKERS BERHAD (CIMB), (BONDS ISSUE)

CIMB BERHAD

Type

Announcement
Subject
CIMB BERHAD (COMPANY)

ISSUANCE OF SUBORDINATED BONDS BY COMMERCE INTERNATIONAL MERCHANT BANKERS BERHAD (CIMB), (BONDS ISSUE)

Contents :

1. INTRODUCTION

      We refer to our announcement dated 26 March 2004, which included, inter-alia, a proposed issue of subordinated bonds by CIMB equivalent of up to RM380 million.

      We are pleased to announce that CIMB has successfully completed the Bonds Issue on 31 March 2004. The nominal amount of the Bonds would be USD100 million.

      On 31 March 2004, CIMB executed a Subscription Agreement with Morgan Stanley Dean Witter Asia (Singapore) Pte (MS) and CIMB Securities (Hong Kong) Limited (CIMBS HK), both as the joint lead managers, for the issuance of the USD100.0 million subordinated bonds (Bonds).


2. DETAILS OF THE BONDS ISSUE

2.1 Utilisation of Proceeds
          The proceeds from the Bonds will be used by CIMB for general banking and corporate purposes.

2.2 Rating
          The Bonds have been rated BBB- by Fitch Ratings Ltd and Ba1 by Moodys Investors Service Limited.

2.3 Summary of Principal Terms of the Bonds Issue

1.Issuer:CIMB.
2.Principal Adviser:CIMB.
3.Joint Lead Manager:MS and CIMBS HK.
4.Central Depository:Euroclear and Clearstream, Luxembourg.
5.Paying Agent:Citibank N.A.
6.Issue Size:USD100.0 million in nominal value.
7.Issue Price:The Bonds will be issued at a price of 99.843%.
8.Tenor of the facility/ issue:10 years, callable by the Issuer at par 5 years from the date of issuance.
9.Interest/ Coupon/ Profit or equivalent rate (%):The Bonds will bear interest rate of 5.00% per annum from and including 15 April 2004 to, but excluding 15 April 2009 and, thereafter, at a rate per annum equal to the 5-Year US Treasury Rate plus 3.70% up to but excluding 15 April 2014.
10.Interest/ Coupon/ Profit Payment frequency:Semi-annually in arrears.
11.Interest/ Coupon/ Profit Payment basisThe coupon will be calculated on the basis of a 360-day year consisting of 12 months of 30 days each and in the case of an incomplete month, the actual number of days elapsed.
12.Form and Denomination:Bearer form, serially numbered and in denominations of USD100,000.
13.Selling Restrictions:(i) The Bonds may only be issued, offered, sold, transferred or otherwise dispose, directly or indirectly and exclusively to persons outside Malaysia;
(ii) In respect of United States, the Bonds have not been and will not be registered under the U.S. Securities Act of 1933 (Securities Act) and are subject to U.S. tax law requirements. The Bonds may not be offered or sold or delivered within the United States or to, or for the account or benefit of United States persons (as defined in Regulation S under the Securities Act) except in certain transactions exempt from the registration requirements of the Securities Act; and

(iii) others: customary selling restrictions as may be applicable to countries such as United Kingdom, Hong Kong, Singapore and Japan.
14.Listing Status:The Bonds will be listed on the Luxembourg Stock Exchange.
15.Redemption:Redeemable at the option of the Issuer in whole but not in part at par after five (5) years subject to written approval from Bank Negara Malaysia (BNM).

As a result of any change in, or amendment to, the laws or regulations of Malaysia, or any change in the official interpretation of the laws or regulations of Malaysia, the Issuer may also at its option, having obtained the prior written approval from BNM, redeem all the Bonds, but not some only.
16.Status:The Bonds and the coupons are direct and unsecured obligations of the Issuer, subordinated as described below, and ranking pari passu without any preference among themselves.
17.Subordination:The principal of, and interest and any additional amounts payable on, the Bonds will be subordinate in right of payment upon occurrence of any winding up proceeding to the prior payment in full of all deposit liabilities and all other liabilities of the Issuer, except in each case to those liabilities which by their terms rank equally in right of payment with or subordinate to the Bonds.
18.Withholding Tax:All payments in respect of the Bonds by or on behalf of the Issuer shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the relevant jurisdiction, unless the withholding or deduction of the such tax is required by law.
19.Governing Law:The Bonds will be governed by and construed in accordance with English law save for the provisions relating to subordination, which will be governed by and construed in accordance with Malaysian law.
    3. RATIONALE FOR THE BONDS ISSUE
          CIMBs capital base is currently comprised almost entirely of common equity (i.e. Tier-1 capital). By raising Tier-2 capital via the Bonds Issue and returning equity to shareholders, the return on equity of the group will improve.
            The Bonds Issue together with the proposed distribution by CIMB (as announced on 26 March 2004) form an integral part of the groups capital management plan, which seek to continuously improve the groups capital structure and maximise shareholder value.

        4. EFFECTS OF THE BONDS ISSUE
              The Bonds Issue will not have any effects on the issued and paid-up share capital as well as shareholding of the substantial shareholders of CIMB and the Company.

              Baring unforseen circumstances, the Bonds Issue is not expected to have any material effects on the consolidated net tangible assets CIMB and the Company based on the latest audited accounts for the financial year ended 31 December 2003 and consolidated earnings of CIMB and the Company for the financial year ending 31 December 2004.

            5. APPROVALS OBTAINED
                  The approvals obtained for the Bonds Issue are as follows:
                    (i) The Bank Regulations Departments (of BNM) approval was obtained on 17 February 2004 for the Bonds Issue and the recognition of the proceeds raised from the Bonds Issue as Tier 2 capital of CIMB;

                    (ii) The Controller of Foreign Exchange's (of BNM) approval was obtained on 19 February 2004 allowing CIMB to issue the Bonds to non-resident investors;

                    (iii) The Securities Commission's ("SC") approval was obtained on 24 March 2004 allowing CIMB to issue the Bonds subject to the following:

                        (a) The SCs approval is required for any changes in the terms and condition of the said issuance of Bonds;

                        (b) A final and complete copy of the Principal Terms and Conditions to be forwarded to the SC prior to the issuance of the Bonds; and

                        (c) The prospective investors and related parties are to be informed of any conflict of interest that may potentially arise from the issuance of the Bonds and suitable steps to mitigate such conflict.

                This announcement is dated 31 March 2004.







              Announcement Info

              Company NameCIMB BERHAD  
              Stock Name CIMB
              Date Announced31 Mar 2004  
              CategoryGeneral Announcement
              Reference NoMM-040331-67144

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