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News Release - 27 Sep 2000
News Release - 27 Sep 2000
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Proposed Merger Of UOB Securities Pte Ltd,
Kay Hian Holdings Limited And The Transfer Of The UOB Group's Overseas
Stockbroking Interests (The "Proposed Merger")
Majority Approval By Shareholders Of United
Overseas Bank Limited And Kay Hian Holdings Limited At Respective Extraordinary
General Meetings
Singapore, Hong Kong S.A.R. & Bangkok, 27
September 2000 - United Overseas Bank Limited (UOB) and
Kay Hian Holdings Limited (Kay Hian) are pleased to announce the successful
conclusion of their respective Extraordinary General Meetings (EGMs) today
for the merger of UOB Securities Pte Ltd (UOBS) and Kay Hian into a new
investment holding company called UOB-Kay Hian Holdings Limited (UOB-Kay
Hian).
In the face of new challenges and increased competition generated by
the liberalisation of the financial sector in Singapore, the merger will
place UOB-Kay Hian in a stronger position to compete more effectively.
UOB-Kay Hian will be the largest stockbroking group in Singapore with
approximately 458 dealers and remisiers and 275 support staff. In addition,
UOB-Kay Hian's combined staff number will be 65 in Hong Kong S.A.R. and
150 in Thailand. The merger brings UOB-Kay Hian's 1999 year-end turnover
to S$300 million, with Net Profit After Tax at S$93 million. UOB-Kay Hian
will be backed by outstanding research and a strong commitment to online
financial services.
The UOB EGM also approved the proposed transfer of the Overseas Stockbroking
Interests of the UOB Group in Hong Kong S.A.R., Thailand, Malaysia, Indonesia
and the Philippines to UOB-Kay Hian for a cash consideration. The completion
of the transfer of the Overseas Stockbroking Interests will add to and
expand the regional operations of UOB-Kay Hian through the development
of its research and stockbroking businesses in the region. The Singapore
Exchange Securities Trading Limited (SGX-ST) had given in-principle approval
for the listing and quotation for the entire issued share capital of UOB-Kay
Hian on the Official List of the SGX-ST.
Held at the UOB Penthouse, the UOB EGM concluded with a majority vote
for the Share Exchange Agreement and the Transfer of the Overseas Stockbroking
Interests to UOB-Kay Hian. Commenting on the results of the meeting, Mr
Neo Chin Sang, Chief Executive Officer of UOBS, said, "This is an excellent
step in the right direction. The majority of UOB shareholders were in
favour of the merger resolutions. Once the remaining merger conditions
are fulfilled, we can look forward to UOB-Kay Hian's strong market positioning
in the competitive stockbroking industry." The merger is in line with
UOB's strategy to be a premier bank in the Asia-Pacific region.
On an equally successful note at another meeting, the Kay Hian EGM concluded
with a unanimous shareholder vote for the Scheme and a 100% approval at
the Court Meeting prior to the EGM. Mr Wee Ee Chao, Chairman & Managing
Director of Kay Hian, commented, "We are pleased with the outcome as it
indicates our shareholders' confidence in this merger. The majority was
in agreement with the rationale behind the new entity and its synergistic
merits. With this merger, customers and shareholders will benefit from
the combined enhanced profitability of UOB-Kay Hian."
Kay Hian will benefit from the stronger regional presence and offer its
existing clients regional securities trading and research coverage. UOBS
and the Overseas Stockbroking Interests of the UOB Group, on the other
hand, will leverage on Kay Hian's credible research capabilities and placement
power in Singapore. UOB-Kay Hian will serve institutional and retail clients
in stockbroking, financial futures and related services.
The completion of the merger of UOBS and Kay Hian into UOB-Kay Hian is
still subject to:
| (a) |
the Share Exchange Agreement being completed; and |
| (b) |
the Scheme being sanctioned by, and the reduction of
the share capital of Kay Hian being confirmed by, the High Court of
Singapore and a copy of the Court Order being delivered to the Registrar
Of Companies and Businesses for registration. |
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