News
Proposed transfer of 100% equity interest in Bursa Malaysia Derivatives Clearing Berhad ("Bursa Derivatives Clearing") from Bursa Malaysia Securities Clearing Sdn. Bhd. ("Bursa Securities Clearing") ("Proposed Transfer")
BackAug 11, 2006
| General Announcement Reference No BM-060811-51924 |
| Company Name | : | BURSA MALAYSIA BERHAD |
| Stock Name | : | BURSA |
| Date Announced | : | 11/08/2006 |
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| Type | : | Announcement |
| Subject | : | Proposed transfer of 100% equity interest in Bursa Malaysia Derivatives Clearing Berhad ("Bursa Derivatives Clearing") from Bursa Malaysia Securities Clearing Sdn. Bhd. ("Bursa Securities Clearing") ("Proposed Transfer") |
Contents :
1. Introduction
The Board of Directors of Bursa Malaysia Berhad ("Bursa") is pleased to announce that Bursa has entered into a Sale and Purchase Agreement ("SPA") for shares on 11 August 2006 to acquire 20,000,000 ordinary shares of RM1.00 each representing 100% equity interest in Bursa Derivatives Clearing ("Sale Shares") from its wholly-owned subsidiary Bursa Securities Clearing for a total cash consideration of RM1.00.
2. Details of the Proposed Acquisition
2.1 Proposed Transfer
The Proposed Transfer is an internal restructuring exercise involving the acquisition by Bursa of the Sale Shares from Bursa Securities Clearing, representing 100% of the issued and paid-up share capital in Bursa Derivatives Clearing for a total cash consideration of RM1.00. Upon completion of the Proposed Transfer, Bursa will own 100% equity interest in Bursa Derivatives Clearing. No other liabilities will be assumed by Bursa pursuant to the Proposed Transfer.
Information on Bursa
The Kuala Lumpur Stock Exchange ("KLSE") was incorporated on 14 December 1976 as a company limited by guarantee. KLSE was demutualised pursuant to the Demutualisation (Kuala Lumpur Stock Exchange) Act 2003 and converted into a public company limited by shares on 5 January 2004, and thereafter known as Kuala Lumpur Stock Exchange Berhad ("KLSE Berhad") pursuant to the demutualisation. Upon the conversion, KLSE Berhad had vested and transferred the securities exchange business to a new wholly-owned subsidiary, Bursa Malaysia Securities Berhad, and became an exchange holding company and was renamed Bursa Malaysia Berhad on 14 April 2004. Bursa was listed on the Main Board of Bursa Malaysia Securities Berhad on 18 March 2005.
As at 31 July 2006, Bursa has an authorised share capital of RM1,000,000,000.00 divided into 2,000,000,000 ordinary shares of RM0.50 each, of which RM258,304,250 comprising 516,608,500 ordinary shares of RM0.50 each have been fully issued and paid-up.
Information on Bursa Derivatives Clearing
Bursa Derivatives Clearing, a wholly-owned subsidiary of Bursa Securities Clearing, was incorporated in Malaysia under the Companies Act on 9 September 1995 as a public limited company under the name of Malaysian Derivatives Clearing House Bhd. which was subsequently changed to its present name on 14 May 2004. The principal activity of Bursa Derivatives Clearing is to provide, operate and maintain a clearing house for the futures and options exchange. Bursa Derivatives Clearing commenced its business on 11 December 1995.
Bursa Derivatives Clearing's authorised share capital is currently RM25,000,000.00 divided into 20,000,000 ordinary shares of par value RM1.00 each and 5,000,000 redeemable preference shares of RM1.00 each. As at the date hereof, the issued and paid-up share capital is RM20,000,000.00 comprising 20,000,000 ordinary shares of RM1.00 each.
In addition, Bursa Derivatives Clearing does not have any subsidiaries or associated companies.
Information on Bursa Securities Clearing
Bursa Securities Clearing, a wholly-owned subsidiary of Bursa, was incorporated in Malaysia under the Companies Act on 12 November 1983 as a private limited company under the name of Securities Clearing Automated Network Services Sdn. Bhd. It assumed its present name on 14 May 2004. The principal activity of Bursa Securities Clearing is to provide, operate and maintain a clearing house for the securities exchange. Bursa Securities Clearing commenced its business on 9 January 1984.
Bursa Securities Clearing's authorized share capital is currently RM1,000,000,000.00 divided into 1,000,000,000 ordinary shares of RM1.00 each. As at the date hereof, the issued and paid-up share capital is RM300,000,000.00 comprising 300,000,000 ordinary shares of RM1.00 each.
As at the date hereof, Bursa Derivatives Clearing is a wholly-owned subsidiary of Bursa Securities Clearing.
3. Rationale for the Proposed Transfer
The Proposed Transfer will facilitate the streamlining of Bursa Group into a more efficient and lean corporate structure, in line with Bursa's strategic objective of improving business efficiency and achieving economies of scale across operations. Currently, all major subsidiaries of Bursa are directly owned by Bursa, except for Bursa Derivatives Clearing.
4. Financial Effects of the Proposed Transfer
4.1 Share capital and major shareholders' shareholdings
The Proposed Transfer will not have any effect on Bursa's share capital and major shareholders' shareholdings, as the Proposed Transfer is to be satisfied in cash.
4.2 Net Assets
Given that the Proposed Transfer is an internal transfer, there will be no effect on the Net Assets of Bursa Group.
Given that the Proposed Transfer is an internal transfer, there will be no effect on the earnings of Bursa Group.
5. Approvals Required
The Proposed Transfer is also subject to the approval of the Foreign Investment Committee and the Minister of Finance. The Proposed Transfer does not require the approval of the shareholders of Bursa.
6. Expected Date of Completion
Barring any unforeseen circumstances, the Proposed Transfer is expected to be completed by end of September 2006.
This announcement is dated 11 August 2006.