Qatar crisis could make MBSB-AFB merger a reality

TheEdge Tue, Jun 20, 2017 03:00pm - 6 years View Original


EXPECTATIONS are running high that shareholders of Asian Finance Bank Bhd will agree to a sale of the Islamic bank to Malaysia Building Society Bhd (MBSB) ahead of a looming June 21 deadline.

According to sources, the crisis currently unfolding in Qatar — a result of Saudi Arabia and other Gulf countries cutting diplomatic ties with it — has put additional pressure on AFB’s largest shareholder, Qatar Islamic Bank (QIB), to sell its 66.67% stake.

The proposed plan involves MBSB buying AFB’s assets and liabilities in a deal that values the latter at a price-to-book value (PBV) of between 1.2 and 1.5 times, one of the sources says.

At this point, just two of AFB’s four Middle East shareholders — QIB and Financial Assets Bahrain WLL (6.67%) — have indicated they want to exit; the other two — RUSD Investment Bank Inc (16.67%) and Tadhamon International Islamic Bank (10%) — want shares in the enlarged banking entity, the source says.

As such, it is expected to be a deal that involves both cash and shares, with shares going to the shareholders that want to stay.

“Now, it’s just a matter of waiting for confirmation [from AFB] on pricing. That’s the only piece of information that’s needed before the parties can make their submissions to Bank Negara Malaysia. They expect to do it before the deadline,” the source tells The Edge.

Bank Negara on Dec 21 last year, gave the green light for MBSB, which is 60%-owned by the Employees Provident Fund (EPF), and AFB to hold merger talks. It allowed them six months to complete negotiations — hence, the June 21 deadline.

A merger of the two would create the country’s second largest standalone Islamic bank with total assets of RM47.81 billion, after Bank Islam Malaysia Bhd (RM53.5 billion).

It was initially expected that submissions would be made to Bank Negara last month, but AFB’s shareholders have been slow in responding on the pricing issue, the source says.

Nonetheless, there seems to be  a strong degree of confidence that the MBSB-AFB merger will happen. “Given the crisis, if QIB doesn’t sell, how is it going to work together with the other Middle Eastern shareholders? As it is, they didn’t get along even before. It’s unlikely QIB will want to pump in more capital. And if QIB, as the big shareholder, sells, the others don’t really have a choice. That’s why I think this deal will happen,” an industry source points out.

QIB’s single largest shareholder is the Qatar Investment Authority. Last Monday, Saudi Arabia, Bahrain, Egypt and the United Arab Emirates cut diplomatic ties with Qatar, citing the latter’s support for Islamist groups as the reason. They have already cut air traffic to the small Gulf Arab state.

QIB had earlier already been unhappy with AFB’s other shareholders because it does have control over AFB despite its large stake, due to certain controversial provisions in a shareholders’ agreement. One of QIB’s frustrations is that it gets only one vote at AFB’s shareholder meetings, the same as each of the other three shareholders.

QIB and two other shareholders currently do not have any board representation at AFB, whereas before, they had as many as four. This is an indication that they are serious about selling their stakes, industry observers say.

After a long period without a CEO, AFB appointed Khalid Mahmood Bhaimia — former head of RHB Islamic Bank — to head the institution effective on March 21. Sources, however, indicate that he is on a short contract.

This is the second ongoing proposed banking merger involving the EPF. AMMB Holdings Bhd and RHB Bank Bhd, in which EPF is a common shareholder, obtained the central bank’s approval two weeks ago to start merger talks.

Non-bank lender MBSB is by far larger than AFB, with assets of RM45.27 billion as at end-2016 compared with AFB’s RM2.54 billion as at end-September last year. The main reason it is keen on acquiring AFB is to obtain the latter’s Islamic banking licence.

MIDF Research, in a report late last year, noted that since Malaysia’s banking sector has been trading below its five-year historical PBV of 1.3 times to 1.5 times, it would be fair for MBSB to pat 1.1 times to 1.2 times AFB’s nine-month book value of RM500.1 million for FY2016, to obtain a full banking licence. This would translate to a price of about RM550 million to RM600 million.

“While the expansion of profits and assets is likely to be immaterial, the proposed merger will benefit MBSB in another way. The full banking licence will enable MBSB to tap into new financial services segments which it cannot offer at the moment [such as trade facilities, collecting current account and savings account deposits, and offering other interbank instruments] to expand the business,” the research house said.

It all boils down to the parties agreeing on pricing now.

Working out a deal with AFB can be complicated because of the multiple shareholders. Last year, Malaysian Industrial Development Finance Bhd (MIDF) ended merger talks with AFB because they could not agree on pricing.

It is understood that AFB had wanted a deal with MIDF done at close to 1.5 times, and there were also other complications as some of AFB’s smaller shareholders were seeking a higher valuation than the larger shareholder.

AFB is one of three foreign banks that were awarded by Bank Negara an Islamic ­banking licence in the mid-2000s. The low-key ­Islamic lender, set up in 2007, has been struggling to make a mark in Malaysia amid stiff competition.

The bank posted a net profit of RM4.54 million for the first nine months of FY2016, an 18.7% drop from the RM5.58 million it made in the same period in FY2015.

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