Take-Overs & Mergers (Paragraph/Rule 9.19 (47A))

Unless otherwise stated, all abbreviations used herein shall have the same meaning as defined in the offer document in relation to the Offer dated 23 March 2023 (“Offer Document“).

Reference is made to the Offer Document which sets out the terms and conditions of the Offer, the press notice dated 11 April 2023 in relation to the Revised BNM Conditions, and the press notice dated 18 May 2023 in relation to the Extended Closing Date up to 12 June 2023 (“Press Notices“).

The Board of Directors of BHB wishes to announce that BHB has received a press notice from UOB Kay Hian Securities (M) Sdn Bhd (“UOBKH“), on behalf of the Offeror, informing on the following:-

1. OFFER BECOMES UNCONDITIONAL

As stated in the Offer Document and the Press Notices, the Revised BNM Conditions must be fulfilled within 21 days after the First Closing Date, i.e. by 5.00 p.m. (Malaysian time) on Monday, 12 June 2023 (being the last day for fulfilment of Revised BNM Conditions), failing which the Offer shall lapse and cease to be capable of further acceptance, and all acceptances received under the Offer must be returned to the Accepting Holders immediately. Where the Offer becomes or is declared unconditional, the Offeror must keep the Offer open for acceptance for not less than 14 days thereafter.

On behalf of the Offeror, UOBKH wishes to inform the Holders that BNM had vide its letter dated 19 May 2023 granted its approval pursuant to section 90(3)(a) of FSA and section 102(3) of IFSA in respect of section 87 of FSA and section 99 of IFSA, respectively, to LTAT to increase its aggregate effective interest in shares in Affin Bank Berhad Group of up to 49.2% (i.e. by virtue of the Offeror acquiring up to 100% equity interest in BHB which may entail consequential changes to the effective equity interest of the Offeror in Affin Bank Berhad Group). Accordingly, the Revised BNM Conditions are fulfilled and the Offer has become unconditional on 19 May 2023.

2. CLOSING DATE

On 18 May 2023, UOBKH had, on behalf of the Offeror, informed that the closing time and date for the acceptance of the Offer has been extended from 5.00 p.m. (Malaysian time) on Monday, 22 May 2023 to 5.00 p.m. (Malaysian time) on Monday, 12 June 2023 (“Extended Closing Date”).

Accordingly, the Offer will remain open for acceptance until 5.00 p.m. (Malaysian time) on the Extended Closing Date.

3. SETTLEMENT OF THE OFFER

The settlement of the consideration for the Offer Shares, in respect of valid acceptance, will be effected via:-

(i) remittance into the Accepting Holders’ bank account, if the Accepting Holders have registered their bank account with Bursa Depository for the purposes of cash dividend/distribution; or

(ii) otherwise, remittance in the form of cheque(s), banker’s draft(s) and/or cashier’s order(s) which will be posted by ordinary mail to the Accepting Holders (or their designated agents, as they may direct) at their registered Malaysian addresses last maintained with Bursa Depository, at their own risk,

within 10 days from:-

(a) 19 May 2023 (being the date the Offer becomes unconditional), in respect of valid acceptance received on or before 19 May 2023; or

(b) the date of valid acceptance, in respect of valid acceptance received from 20 May 2023 up to the closing date of the Offer.

4. DE-LISTING OF BHB

On behalf of the Offeror, UOBKH further wishes to inform that the Offeror has received valid acceptance, together with such BHB Shares that are already acquired, held or entitled to be acquired or held by the Offeror, which resulted in the Offeror holding 90% or more of the listed shares in BHB. The level of acceptances of the Offer as at 5.00 p.m. (Malaysian time) on 19 May 2023 is set out in Appendix I of the attached press notice.

In view of the above and as the Offeror does not intend to maintain the listing status of BHB, Bursa Securities shall suspend the trading in the BHB Shares immediately upon the expiry of 5 market days from the closing date of the Offer. Thereafter, the Offeror will procure BHB to take the requisite steps to withdraw its listing status from the Official List of Bursa Securities, in accordance with paragraph 16.07 of the Listing Requirements. Accordingly, if BHB is delisted from the Official List of Bursa Securities, the BHB Shares will no longer be traded on the Main Market of Bursa Securities.

Save for the abovementioned, all other details, terms and conditions of the Offer as set out in the Offer Document remain unchanged.

A notice of the abovementioned development will be despatched to the Holders accordingly.

Please refer to the attached press notice for further information.

This announcement is dated 22 May 2023.