(Unless otherwise stated, all abbreviations used herein shall have the same meaning as defined in the Company's announcement dated 24 August 2018)

 

We refer to the Company's announcements dated 24 August 2018, 18 September 2018, 24 September 2018, 25 September 2018 and 26 September 2018 in relation to the Proposals.

 

On behalf of the Board, Maybank IB wishes to announce that Bank Negara Malaysia ("BNM") had, vide its letter dated 15 October 2018, approved the issuance of the RCPS-i to the non-resident shareholders of SEB pursuant to the Proposed Rights Issue of RCPS-i based on the key terms of the RCPS-i which is set out in the Appendix of this announcement ("BNM Approval").

 

The BNM Approval is subject to the condition that the conversion of Ringgit Malaysia ("RM") to foreign currency of the use of proceeds from the Proposed Rights Issue of RCPS-i, which is intended for part repayment of foreign currency borrowings, is implemented in stages.

 

The BNM Approval will be automatically revoked if:

 

1. any information or documents submitted by SEB pursuant to the application to BNM or subsequent to the grant of the BNM Approval is false, inaccurate, incomplete or confusing, or contains any errors or material omission;
2. the proceeds of the Proposed Rights Issue of RCPS-i are used for purposes other than part repayment of foreign currency borrowings; and
3. SEB amends any of the terms of the Proposed Rights Issue of RCPS-i including the use of proceeds without obtaining BNM's prior approval.

 

SEB is to also note that:

 

1. SEB may redeem the RCPS-i in foreign currency (other than in the national currency of Israel) or RM. Notwithstanding the foregoing, where redemption is made in RM, the payment must be made into the external accounts of the non-resident shareholders of SEB;
2. any conversion of foreign currency into RM or vice versa must be carried out by a licensed domestic bank (i.e. commercial bank, licensed investment bank or Islamic bank other than an international Islamic bank) ("Licensed Domestic Bank");
3. SEB must ensure that any foreign currency hedging contract to be entered into by its non-resident shareholders is entered into with a Licensed Domestic Bank;
4. SEB must notify BNM of the date of issuance of the RCPS-i and actual subscription amount by its non-resident shareholders after the RCPS-i are issued; and
5. legal action may be taken against SEB under sub-section 214(9) of the Financial Services Act 2013 in the event SEB fails to comply with any of the above conditions in relation to the BNM Approval granted under the foreign exchange administration rules.

 

On behalf of the Board, Maybank IB also wishes to announce that the Proposed Amendments will entail amendments to the Constitution of SEB to facilitate the implementation of the Proposed Rights Issue of Shares with Warrants and Proposed Rights Issue of RCPS-i in respect of service of notices by electronic form.

 

 

This announcement is dated 16 October 2018.