(For the purpose of this announcement, “THB” refers to Thai Baht and “RM” refers to Ringgit Malaysia. Unless otherwise stated, the exchange rate of THB100:RM12.9058, which is the middle rate quoted by Bank Negara Malaysia as at 5.00 p.m. on 22 November 2024, being a market day preceding the date of this announcement, shall be used throughout this announcement, where applicable.)

1.         INTRODUCTION

The Board of Directors of RHB Bank (“Board”) wishes to announce that RHB Investment Bank, a wholly-owned subsidiary of RHB Bank, had on 25 November 2024, entered into a conditional share sale agreement with PBPL in relation to the Proposed Disposal (“SSA”).

Further details of the Proposed Disposal are set out in the ensuing sections of this announcement.

2.         DETAILS OF THE PROPOSED DISPOSAL

2.1        Proposed Disposal

The Proposed Disposal entails the disposal by RHB Investment Bank of 818,791,513 ordinary shares in RHBST, representing approximately 99.95% equity interest in RHBST to the Purchaser for a cash consideration of THB1,253.77 million (or equivalent to approximately RM161.81 million) (“Disposal Consideration”), subject to certain terms and conditions set out in the SSA and adjustments to be mutually agreed between RHB Investment Bank and the Purchaser.

The completion of the Proposed Disposal shall take place within 3 business days from the date of satisfaction or the waiver of the last condition precedent in the SSA or such other date mutually agreed in writing between PBPL and RHB Investment Bank. 

Upon completion of the Proposed Disposal, RHBST will cease to be a subsidiary of RHB Investment Bank.

2.2        Information on RHBST

RHBST was incorporated in Thailand on 24 August 2004 under the name of BFIT Securities Co., Ltd. It assumed its present name on 26 October 2015.

RHBST is a securities company licensed under the laws of Thailand to engage in the business of securities trading, investment banking and corporate trust.

During the financial year ended (“FYE”) 31 December 2023, RHBST recorded an audited loss after taxation of approximately THB106.52 million (or equivalent to approximately RM13.75 million) and the audited net assets (“NA”) of RHBST is THB1,515.34 million (or equivalent to approximately RM195.57 million).

3.         RATIONALE AND BENEFITS OF THE PROPOSED DISPOSAL

RHBST has been making losses for the past 4 FYEs 2020-2023. For the FYE 2023, RHBST recorded audited loss after taxation of approximately THB106.52 million (or equivalent to approximately RM13.75 million). This is primarily attributed to the highly competitive stockbroking / securities industry in Thailand. Further, RHBST does not have significant market presence in Thailand as the existing operations of RHBST lacks the scale to compete competitively in the Thailand’s stockbroking / securities industry.

The Proposed Disposal will enable RHB Investment Bank to monetise its investment in RHBST to be utilised for working capital requirements of RHB Investment Bank group. Accordingly, RHB Bank has decided to exit from the stockbroking / securities business in Thailand.

4.         APPROVALS REQUIRED

The Proposed Disposal is subject to the approval of Securities and Exchange Commission of Thailand which is to be obtained by RHBST.

For the avoidance of doubt, the Proposed Disposal is not subject to the approval of the shareholders of RHB Bank or any relevant regulatory authority in Malaysia. The highest percentage ratio applicable to the Proposed Disposal pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 0.63%.

5.         INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM

None of the directors, major shareholders and/or persons connected to them has any interest, direct or indirect, in the Proposed Disposal.

6.         ESTIMATED TIMEFRAME FOR COMPLETION

Barring any unforeseen circumstances and subject to the relevant approvals being obtained, the Proposed Disposal is expected to complete by the fourth quarter of 2024.

The press release on the Proposed Disposal is attached for information.

This announcement is dated 25 November 2024.