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Malayan Banking Berhad - Consent Solicitation - Adj. Meeting (LIBOR)

RESULTS OF ADJOURNED NOTEHOLDER MEETINGS IN CONNECTION WITH THE NOTES UNDER THE U.S.$15,000,000,000 MULTICURRENCY MEDIUM TERM NOTE PROGRAMME


07 JUNE 2023


Full announcement including disclaimers and offer restrictions available via SGX


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"Results of Adjourned Noteholder Meetings


The adjourned noteholder meetings in respect of the Notes (each an "Adjourned Noteholder Meeting" and together, the "Adjourned Noteholder Meetings") to consider the Noteholder Proposal were held on 31 May 2023. The Issuer wishes to announce that at each of the Adjourned Noteholder Meetings in respect of the Series 82 Notes and the Series 101 Notes, the relevant Extraordinary Resolution was duly passed, the Noteholder Proposal was approved without any amendment, and the Eligibility Condition was satisfied.


The Extraordinary Resolution passed in respect of the Series 82 Notes is binding on all Noteholders of the Series 82 Notes and the Extraordinary Resolution passed in respect of the Series 101 Notes is binding on all Noteholders of the Series 101 Notes, whether they were present or not at the relevant Adjourned Noteholder Meeting and whether or not they voted or voted in favour of or against the relevant Extraordinary Resolution.


The Issuer has therefore proceeded with the implementation of the Noteholder Proposal by arranging execution of the Amendment Documents for the Series 82 Notes and the Series 101 Notes.


The Issuer also wishes to announce that the Adjourned Noteholder Meeting in respect of the Series 96 Notes did not proceed for want of quorum and is hereby dissolved. The Noteholder Proposal in respect of the Series 96 Notes will therefore not be adopted and the Extraordinary Resolution in respect of the Series 96 Notes will therefore not be implemented. Upon the cessation of representative USD LIBOR after publication on 30 June 2023, the interest basis of the Series 96 Notes will be automatically transitioned to unrepresentative 3-month synthetic USD LIBOR to be published by the IBA and made available from 1 July 2023 until 30 September 2024, subject to the relevant notices under the UK Benchmarks Regulation being published by the FCA on 1 July 2023, according to a recent announcement dated 3 April 2023 by the FCA. In practice, barring any unforeseen circumstances and unless announced otherwise in the relevant notices under the UK Benchmarks Regulation to be published by the FCA, the interest rate applicable to the Series 96 Notes will be calculated on the basis of 3-month synthetic USD LIBOR effective from the Interest Payment Date falling on 28 September 2023, subject to adjustments in accordance with the Modified Following Business Day Convention in accordance with the Pricing Supplement of the Series 96 Notes, and in respect of all subsequent Interest Periods until the Maturity Date of the Series 96 Notes on 28 March 2024, subject to adjustments in accordance with the Modified Following Business Day Convention."


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ADJOURNED NOTEHOLDER MEETINGS RELATING TO THE CONSENT SOLICITATION EXERCISE BY THE ISSUER IN CONNECTION WITH THE NOTES ISSUED PURSUANT TO THE U.S.$15,000,000,000 MULTICURRENCY MEDIUM TERM NOTE PROGRAMME


08 MAY 2023


Full announcement including disclaimers and offer restrictions available via SGX


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The Issuer wishes to announce that the Meetings in respect of each Series of the Notes have been adjourned to 31 May 2023 (each an "Adjourned Noteholder Meeting" and together, the "Adjourned Noteholder Meetings"), owing to a lack of quorum in respect of the Series 82 Notes, the Series 96 Notes and the Series 101 Notes and will take place at the office of Ashurst Hong Kong at 10/F and 11/F, Jardine House, 1 Connaught Place, Central, Hong Kong. Further details on the Adjourned Noteholder Meetings can be found in the Notice of Adjourned Noteholder Meetings appended hereto.


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RESULTS OF MEETINGS IN CONNECTION WITH THE NOTES UNDER THE U.S.$15,000,000,000 MULTICURRENCY MEDIUM TERM NOTE PROGRAMME


19 APRIL 2023


Full announcement including disclaimers and offer restrictions available via SGX


"Results of Meetings


The Meetings to consider the Noteholder Proposal were held on 19 April 2023. The Issuer wishes to announce that at the Meeting in respect of the Series 92 Notes (the "Series 92 Notes Meeting"), the relevant Extraordinary Resolution relating to the Series 92 Notes was duly passed, the Noteholder Proposal was approved without any amendment, and that the Eligibility Condition was satisfied.


The Extraordinary Resolution passed in respect of the Series 92 Notes is binding on all Noteholders of the Series 92 Notes, whether they were present or not at the relevant Meeting and whether or not they voted or voted in favour of or against the relevant Extraordinary Resolution.


The Issuer will now therefore proceed with the implementation of the Noteholder Proposal by arranging execution of the Amendment Documents for the Series 92 Notes.


The Issuer also wishes to announce that the Meetings in respect of the Series 82 Notes, the Series 96 Notes and the Series 101 Notes (the "Relevant Meetings") have been adjourned for want of quorum. The Relevant Meetings are adjourned for a period not less than 14 days nor more than 42 days and the adjourned Relevant Meetings will be held at such time and in such place as will be notified to the Noteholders by the Issuer in a notice of the adjourned Relevant Meetings. The adjourned Relevant Meetings will be held in accordance with the terms of the Agency Agreement and the Consent Solicitation Memorandum. The notice of the adjourned Relevant Meetings will specify the revised anticipated effective date for the relevant Series or specify that the effective date is unchanged from the Relevant Meetings, as the case may be. If the relevant Extraordinary Resolution is passed at the relevant adjourned Relevant Meeting and the Eligibility Condition is satisfied, the modifications with respect to the relevant Notes of that Series described in the Consent Solicitation Memorandum will take effect on and from the relevant effective date to be set out in the relevant notice of the adjourned Relevant Meetings."

 

COMMENCEMENT OF CONSENT SOLICITATION EXERCISE BY THE ISSUER IN CONNECTION WITH THE NOTES ISSUED PURSUANT TO THE U.S.$15,000,000,000 MULTICURRENCY MEDIUM TERM NOTE PROGRAMME


27 MARCH 2023


Full announcement including disclaimers and offer restrictions available via SGX


"The Issuer wishes to announce that it has today commenced a consent solicitation process to seek the approval of the Noteholders of the relevant Series by a separate Extraordinary Resolution of the holders of each Series of Notes of, inter alia, the modification of the terms and conditions of the relevant Series of Notes and consequential or related amendments to the agency agreement for the relevant Series of Notes, such that on and from the relevant Effective Date (i) the existing '3-month USD LIBOR' interest basis of the relevant Series of Notes shall be replaced by the 'SOFR Compounded Index' ("SOFR") interest basis; (ii) an adjustment of 0.26161 per cent. per annum is made to reflect the economic difference between the USD-LIBOR and SOFR rates; and (iii) the relevant Margin (as defined in the relevant Pricing Supplement) of the relevant Series of Notes remains unaltered, all as proposed by the Issuer (the "Consent Solicitations") and as further described in the Consent Solicitation Memorandum."


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