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RESTRUCTURING OF DBS BANK AS A WHOLLY-OWNED SUBSIDIARY OF DBS GROUP HOLDINGS LTD
The scheme of arrangement to restructure DBS Bank as a wholly-owned subsidiary of DBS Group Holdings Ltd ("DBSH") became effective today, 18 September 1999. The restructuring was effected through a 1-for-1 exchange of DBS Bank shares for DBSH shares.
From 20 September 1999, DBSH shares will be listed and traded on the Stock Exchange of Singapore (SES) and DBS Bank shares will be delisted. SES will continue to use the trading name "DBS". DBSH shares have been accorded CPF trustee stock status.
A copy of the announcement from DBSH is attached.
The members of the Board of Directors and Audit Committee of DBSH are as follows:
Board of Directors
Mr S Dhanabalan (Chairman)
Mr John T Olds
Mr Alan Chan Heng Loon
Mr Bernard Chen Tien Lap
Mr Fock Siew Wah
Mr Robert Montgomery Howe
Prof Tommy Koh Thong-Bee
Mr Moses Lee Kim Poo
Mr Ng Kee Choe
Dr Yeo Ning Hong
Audit Committee
Mr Bernard Chen Tien Lap (Chairman)
Mr Alan Chan Heng Loon
Prof Tommy Koh Thong-Bee
DBS GROUP HOLDINGS LTD
(Incorporated in the Republic of Singapore)
A N N O U N C E M E N T
RESTRUCTURING OF THE DEVELOPMENT BANK OF SINGAPORE LTD (THE "BANK") AS A WHOLLY-OWNED SUBSIDIARY OF DBS GROUP HOLDINGS LTD PURSUANT TO A SCHEME OF ARRANGEMENT (THE "SCHEME")
The Board of Directors of DBS Group Holdings Ltd (the "Company") is pleased to announce that the Scheme became effective on 18th September, 1999 (the "Effective Date").
On the Effective Date and pursuant to the Scheme, 1,077,970,304 ordinary shares of $1.00 each in the capital of the Company ("DBSH Ordinary Shares") and 246,162,491 non-voting convertible preference shares of $1.00 each in the capital of the Company ("DBSH Non-Voting Shares") were allotted and issued, credited as fully paid, on the bases as set out in the Scheme. The resultant issued and paid-up share capital of the Company is $1,324,132,797 comprising 1,077,970,306 DBSH Ordinary Shares (including two subscriber shares issued on incorporation) and 246,162,491 DBSH Non-Voting Shares.
DBSH Ordinary Shares were allotted to The Central Depository (Pte) Limited ("CDP") for the respective accounts of the holders of the ordinary shares of $1.00 each in the capital of the Bank (the "Entitled Ordinary Shareholders") as at 17th September, 1999 (the "Relevant Date") where such Entitled Ordinary Shareholders are Depositors. CDP shall send to such Entitled Ordinary Shareholders, by ordinary post and at the risk of such Entitled Ordinary Shareholders, a statement showing the number of DBSH Ordinary Shares credited to their respective securities accounts. Such Entitled Ordinary Shareholders (being Depositors) need not take any further action in this respect.
In respect of Entitled Ordinary Shareholders (not being Depositors) holding ordinary shares of $1.00 each in the capital of the Bank registered in their respective names as at the Relevant Date, DBSH Ordinary Shares were allotted and issued, credited as fully paid, to such Entitled Ordinary Shareholders. Share certificates in respect of such DBSH Ordinary Shares shall be despatched by ordinary post addressed to such Entitled Ordinary Shareholders at their respective addresses in the Register of Members of the Bank at the close of business on the Relevant Date or, in the case of joint Entitled Ordinary Shareholders, to the address of the first named Entitled Ordinary Shareholder, and at the risk of such Entitled Ordinary Shareholders.
In respect of the holder of non-voting convertible preference shares of $1.00 each in the capital of the Bank (the "Entitled Non-Voting Shareholder") registered in its name as at the Relevant Date, DBSH Non-Voting Shares were allotted and issued, credited as fully paid, to such Entitled Non-Voting Shareholder. The share certificate in respect of such DBSH Non-Voting Shares shall be despatched by ordinary post addressed to such Entitled Non-Voting Shareholder at its address in the Register of Members of the Bank at the close of business on the Relevant Date, and at the risk of such Entitled Non-Voting Shareholder.
As on and from the Effective Date each existing certificate representing a former holding of shares in the Bank has ceased to have effect as a document of title of the shares comprised therein.
On the Effective Date, 1,077,970,304 ordinary shares of $1.00 each in the capital of the Bank held by the Entitled Ordinary Shareholders as at the Relevant Date and 246,162,491 non-voting convertible preference shares of $1.00 each in the capital of the Bank held by the Entitled Non-Voting Shareholder were cancelled and 1,324,132,795 new ordinary shares of $1.00 each in the capital of the Bank were allotted and issued, credited as fully paid, to the Company.
Accordingly, with effect from the Effective Date, the Bank became a wholly-owned subsidiary of the Company.
The Company will be listed on the Stock Exchange of Singapore Limited ("SES"), and trading in DBSH Ordinary Shares will commence, on 20th September, 1999. SES will continue to use the trading name "DBS". DBSH Ordinary Shares qualify as CPF trustee stock under the CPF Investment Scheme. The ordinary shares of the Bank will be delisted on 20th September, 1999.
By Order Of The Board
Heng Lee Cheng
Group Secretary
Singapore
18 September, 1999
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