SUSPENSION OF ACE INVESTMENT BANK LIMITED CEO AND COO (UPDATE)

Reference is made to our announcement dated 7 January 2021 here.

The Board of Directors (“Board”) of ACE Investment Bank Limited (“AIBL”) wishes to provide an update to the public on the matter:

AIBL has concluded its investigations and has terminated the services of its Chief Executive Officer, Encik Saifulrizam bin Zainal together with the Chief Operating Officer, Encik Zulkifli bin Hassan as of 20 January 2021, and are no longer authorised to act for or represent in any form or capacity on behalf of AIBL or any company within the ACE Group.

For further information on AIBL or the ACE Group, please contact info@acegroup.com.my.

SUSPENSION OF ACE INVESTMENT BANK LIMITED CEO AND COO

The Board of Directors (“the Board”) of ACE Investment Bank Limited (“AIBL”) wishes to inform the public on the following:

It has come to our attention that AIBL’s Chief Executive Officer (“CEO”), Encik Saifulrizam bin Zainal together with the Chief Operating Officer (“COO”), Encik Zulkifli bin Hassan had allegedly entered into transaction(s) pertaining to the trading of gloves to which the Board had no knowledge of, had not been made aware of, and which had not been mandated by the Board in any form or manner. The information and circumstances leading to the aforementioned transaction(s) were withheld from the Board at all material times.

In view of the gravity of the matter, both the CEO and COO of AIBL have since been placed on leave of absence pending further investigation into all such activities undertaken by the CEO and COO, and completion of the necessary due process. As such, this is to serve as notice that the rights, powers and/or duties of the CEO and COO of AIBL and/or any such dealings by the CEO and COO of AIBL which concerns, involves and/or are related to AIBL, are suspended with immediate effect and the relevant and necessary notice dated 7 January 2021 had been issued to the CEO and COO to this effect.

Based on the investigation findings, AIBL will take all necessary actions to protect its legal rights and its name and reputation, which may include filing of a police report against parties involved on this matter or the said transaction(s), and to take such necessary legal action where necessary, as well as to report to the relevant authorities.

The Board views this matter seriously and puts all parties on immediate notice to exercise caution and to refrain from dealings with the two individuals. We urge any parties who may have ongoing dealings on this matter, concerning any glove related transaction(s) on the matter herein and/or relating with the CEO and/or COO to contact us at: aibinfo@acegroup.com.my.

AIBL will continue its business as usual. In the interim period, the Board has appointed Mr. Yeo Wee Sun as the Acting CEO to perform the functions of the AIBL CEO. Mr. Yeo is currently the Group Investment Director of ACE Group.

The Board has also established a Board Executive Committee, comprising all of AIBL Directors, namely Tan Sri Dato’ Ahmad Fuzi Haji Abdul Razak, Ms. Chang Ai Nee, Mr. Choong Chee Meng and Mr. Wong Zhen Fai to oversee the investigation as well as provide guidance and assistance to the Acting CEO during this period.

This notice is issued without prejudice to any and all rights and remedies of the Board and AIBL in respect of this matter. Further announcements shall be made on this matter, and all rights of the Board and AIBL are reserved.

JF Apex Securities merges with Mercury Securities

Apex Equity Holdings Bhd and its wholly owned subsidiary, JF Apex Securities Bhd, have entered into a business merger agreement with Mercury Securities Sdn Bhd in a deal worth RM140 million.

In a filing yesterday, Apex said the merger will see the transfer by Mercury Securities to JF Apex of its stockbroking, corporate advisory and other related businesses, together with the requisite business assets and business liabilities.

The proposed merger represents a major strategic plan of Apex to transform itself into a significantly larger player in the stockbroking industry in Malaysia with added new revenue streams from corporate advisory and proprietary trading currently undertaken by Mercury Securities, as an impetus to remain competitive in the current challenging environment.

“The deal will enable Apex to gain an immediate access to the corporate advisory business, tapping the track record, capacity and capabilities of Mercury Securities’ corporate finance team which was ranked by Bloomberg first in merger and acquisition deal counts for two consecutive years in 2016 and 2017, and as at Oct 31, 2018.

“JF Apex can also capitalise on cross-selling opportunities for its corporate clients who require corporate advisory services such as tapping the equity capital markets,” it noted in an exchange filing yesterday.

Apex said the consideration shall be satisfied in three tranches. The first tranche of RM22 million cash shall be satisfied in full within three market days from the unconditional date.

The second tranche of RM92 million shall be satisfied in full within 10 market days from the unconditional date by way of an issuance of 100 million new Apex shares, credited as fully paid, to Mercury Securities or any parties nominated by Mercury Securities, at an issue price of 92 sen per share.

The third tranche of RM26 million shall be satisfied in full within 10 market days from the unconditional date by way of cash. Apex said the cash payments shall be financed with the proceeds to be raised from the proposed private placement worth RM18.8 million and internally generated funds of RM29.2 million.

The company has entered into subscription agreements with its placees — including Tay Thiam Song, Chua Ching Siang, Yeo Soo Sia @ Yeo Soo Seng, among others — for a proposed private placement of 20 million placement shares at a subscription price of 94 sen each.

 

Source: https://themalaysianreserve.com/2018/12/19/jf-apex-securities-merges-with-mercury-securities/

Apex Equity inks merger deal with Mercury Securities

KUALA LUMPUR (Dec 18): Apex Equity Holdings Bhd and its wholly-owned JF Apex Securities Bhd have inked a business merger agreement (BMA) with Mercury Securities Sdn Bhd today, following a preliminary agreement they entered into on Sept 21.

Under the BMA, Apex Equity will be taking over Mercury Securities’ stockbroking, corporate advisory and other related businesses for RM140 million, and transferring them to JF Apex.

Of the proposed consideration, RM48 million will be settled in cash, while RM92 million will be satisfied via the issuance of new shares, according to Apex Equity’s stock exchange filing.

Apex Equity will be placing out 20 million new shares or 10% of its existing issued share capital to seven individuals at an issue price of 94 sen a share, to part finance the cash portion.

The seven are Tay Thiam Song, Chua Ching Siang, Yeo Soo Sia @ Yeo Soo Seng, Tay Kia Hong & Sons Sdn Bhd, Lim Seat Hoe, Andrew Tan Jun Suan and Datuk Ong King Seng, whom Apex Equity also inked share subscription agreements with yesterday. None of them are connected to either Apex Equity or Mercury Securities.

As the merger materialises, Apex said it will pay RM22 million to Mercury Securities within three market days, followed by the issuance of 100 million new shares at the issue price of 92 sen per share to Mercury Securities within 10 market days.

The final tranche of payment will be RM26 million cash within 10 market days, after fulfilling all pre-requisite conditions before the deal, including shareholders’ approval from both parties and Securities Commission’s approval.

Shares of Apex Equity last traded on Dec 10 at 91 sen, which valued the group at RM184.4 million.

 

Source: http://www.theedgemarkets.com/article/apex-equity-inks-merger-deal-mercury-securities

Mercury Securities to merge with Apex in RM140m deal

KUALA LUMPUR: Apex Equity Holdings Bhd is proposing a merger with Mercury Securities Sdn Bhd through a RM140 million cash plus share deal.

Apex Equity will be taking over Mercury Securities’ stockbroking, corporate advisory and other related businesses for RM140 million, of which RM48 million will be settled in cash and RM92 million via issue of new shares, according to the filing to Bursa Malaysia.

Apex also proposes a share placement of 20 million new shares, about 10% of its existing issued share capital, at an issue price to be determined later to raise fresh cash to finance the merger.

It is worth noting that Mercury Securities will eventually be the single largest shareholder with a 31% stake in the merged entity.

Given its shareholding, in terms of board representatives, Mercury has the right to nominate not more than 33% of board of directors’ composition, one of whom will be the managing director or chief executive officer, after the merger.

Apex said if the merger materialises, it will pay RM22 million cash within three market days, followed by issuing 100 million new shares at the issue price of 92 sen per share to Mercury within 10 market days.

Apex said the issue price was arrived at after taking into consideration the five-day volume weighted average market price of Apex shares of 91.12 sen until today.

The final tranche of payment will be RM26 million cash within 10 market days after fulfilling all pre-requisite conditions before the deal, including shareholders’ approval from both parties and Securities Commission’s approval.

Both parties have entered into a Heads of Agreement for the proposed merger.

Apex said the cash portion of the deal will be funded via internally-generated funds and proceeds raised from a proposed private placement, which is inter-conditional with the proposed merger.

Subsequent to the proposed merger and placement shares, Apex said Mercury will hold an approximately 31% stake in the listed entity.

Apex’s annual report shows that the largest shareholder as at March 30 was ACE Investment Bank Ltd, which held a 25.01% stake, followed by Fun Sheung Development Ltd’s 15.78%.

Apex told the stock exchange today that based on the acquisition consideration of RM140 million and Mercury’s adjusted profits after tax for the trailing 12-month financial period ended July 31, 2018 of RM9.4 million, this translates into a price to earnings multiple (PER) of 14.89 times.

Apex said this valuation is in line with the PER of listed companies involved in the similar business.

As at Sept 20, 2018, Mercury’s total issued share capital is RM20 million comprising 20 million ordinary shares, with audited consolidated shareholders’ funds of RM124.92 million as at Oct 31, 2017.

Mercury’s directors are Chew Sing Guan, Datuk A Rahman Safar, Loke Hooi Pheng and Mohd Kamsul Karim.

Mercury is one of the three non-bank backed players licensed by the SC that can undertake full-fledged corporate advisory services including initial public offerings, mergers and acquisitions, takeovers and privatisations, equity fund raising, underwriting and placement of securities.

Apex said the merger will provide it with an opportunity to expand into Mercury’s full-fledged corporate advisory business, and leverage on the latter’s expertise and experience of the management team and employees in the stockbroking and corporate advisory business.

Apex also said the corporate exercise provides an opportunity for it to increase the scale and the size of its business in the stockbroking industry and add other channels of income, while enhancing operational efficiencies with the combined operations such as integration of information technology systems and distribution channels.

The filing also disclosed that Mercury generated RM9 million of profit after tax for the financial year ended Oct 31, 2017, and RM7.8 million profit after tax for the nine-month period ended July 31 this year.

Apex’s share price closed unchanged at 90 sen today, giving it a market capitalisation of RM182.38 million.

Year-to-date, the counter has fallen by 37% from RM1.43 on Dec 29 last year.

Source: http://www.theedgemarkets.com/article/mercury-securities-merge-apex-rm140m-deal