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OCBC Bank to raise S$3.3 billion via rights issue after successful Wing Hang Bank acquisition

OCBC Bank to raise S$3.3 billion via rights issue after successful Wing Hang Bank acquisition

  • 18 Aug 2014

Singapore, 18 August 2014 – Oversea-Chinese Banking Corporation Limited (OCBC Bank) today announced a renounceable underwritten rights issue of up to 440,047,710 new shares to raise net proceeds of about S$3.3 billion, following the close of its Offer for Wing Hang Bank Limited (WHB) on 29 July 2014.

At the same time, OCBC Bank unveiled a new name and logo that will be effective from 1 October 2014 at all WHB touch points in Hong Kong and Macau. The new name signifies a new beginning for WHB as a subsidiary of OCBC Bank. OCBC Bank thereby further entrenches its Greater China presence from which to execute its Greater China strategy for higher business growth.

The renaming of WHB China will happen at a later stage with plans to be announced at an appropriate time.

Rights Issue

The rights issue will be offered on the basis of one rights share for every eight existing shares held by entitled shareholders as at 5.00pm the books closure date, disregarding fractional entitlements. At S$7.65 for each rights share, the issue price represents a discount of 25% to the closing price of $10.20 per share on 15 August 2014.

The Bank has secured an irrevocable undertaking from Selat (Pte) Limited to subscribe for and/or procure that various shareholders in the Lee Group Companies (including Singapore Investments (Pte) Limited, Lee Foundation and Lee Rubber Company (Pte) Limited) subscribe for their full entitlement, amounting to 117,299,423 rights shares or approximately 26.7% of the rights issue. The remaining rights shares, representing approximately 73.3% of the rights issue, have been jointly underwritten by Merrill Lynch (Singapore) Pte. Ltd., The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch; and J.P. Morgan (S.E.A) Limited.

Successful Acquisition of Wing Hang Bank

As at the close of its Offer for WHB, OCBC Bank, through its wholly-owned subsidiary OCBC Pearl Limited (OCBC Pearl), had acquired shares or received acceptances of the Offer totalling 300,731,090 WHB shares, representing approximately 97.52% of the issued share capital of WHB.

OCBC Bank‟s total cash consideration paid or payable for the transaction amounts to HK$38,723 million (equivalent to US$4,997 million). OCBC Bank has previously undertaken capital management exercises to augment its capital position, including issuances of Basel III compliant Tier 2 subordinated debt in April and June amounting to US$2 billion.

The S$3.3 billion from the rights issue will enable OCBC Bank to strengthen its balance sheet and enhance its financial flexibility following the successful completion of the acquisition of WHB. After factoring in the proceeds from the rights issue and the acquisition of WHB, OCBC Bank‟s common equity tier 1 capital adequacy ratio (CAR), tier 1 CAR and total CAR will be 13.2%, 13.2% and 15.6% respectively.

Having achieved a shareholding of over 90% of the shares of WHB other than those already held by OCBC Pearl and its concert parties, OCBC Pearl decided to exercise its right under the Hong Kong Companies Ordinance to compulsorily acquire the remaining 2.48% shareholding in WHB. On completion of the compulsory acquisition process, WHB will become a wholly-owned subsidiary of OCBC Bank and an application will be made for the delisting of WHB shares from the Hong Kong Stock Exchange. The Bank expects the compulsory acquisition and delisting process to take approximately two to three months.

OCBC’s Greater China Strategy

The successful acquisition of WHB empowers OCBC Bank to further execute its Greater China strategy of accelerating growth in the areas of wealth management and retail and commercial banking. This will be achieved by leveraging the combined resources of the OCBC group of companies (OCBC Group) in banking, wealth management and asset management. The relevant subsidiaries include OCBC Hong Kong branch, OCBC Malaysia, OCBC China, OCBC NISP in Indonesia, Bank of Singapore and Lion Global Investors, as well as WHB and its subsidiaries.

OCBC Bank is now well positioned to capture the trade and investment flows associated with the increased economic interconnectivity between Greater China and South East Asia, and capitalise on new cross border wealth management opportunities associated with the rising wealth accumulation in the region.

Wing Hang Bank and its subsidiaries give OCBC Group an enlarged Greater China platform comprising a total of 120 branches and offices spanning Hong Kong, Macau, China and Taiwan. Within China, OCBC Bank‟s network has increased from 16 banking branches and sub-branches to 31. Of particular significance is its expanded presence in the Pearl River Delta region, one of China‟s main hubs of economic growth.

As OCBC Bank drives its Greater China strategy to deliver business growth, the WHB acquisition has also provided OCBC Group with a well-established platform to access customer deposits funding in two important international currencies – the US Dollars and the Chinese Yuan – and in a new domestic currency, the Hong Kong Dollars. Taken together with OCBC Group‟s already large domestic currency funding base in Singapore dollars, Malaysian Ringgit and Indonesian Rupiah, the enlarged funding base augurs well for its growth plans.

Greater China Strategic Initiatives

Wealth Management

OCBC Bank has built a strong and comprehensive wealth management business with a wide range of wealth products serving different customer segments – from the mass affluent to ultra-high net worth individuals and family offices, across different channels in its core markets of Singapore, Malaysia and Indonesia. WHB‟s 95 branches and offices in Hong Kong, Macau and China, and its strong base of SME business owners and mass affluent mortgage and tax loan customers, provide a complementary fit for OCBC Bank to accelerate the growth of wealth management in the Greater China region.

For WHB‟s affluent customers, OCBC Bank will introduce holistic wealth advisory services offering a full suite of wealth products – from unit trusts to bonds, and from structured deposits to equity – utilising WHB‟s branch network across Hong Kong, Macau and China. This network concurrently extends offshore market access for OCBC Bank‟s customers beyond Singapore, Malaysia and Indonesia. OCBC Bank will similarly promote and develop offshore banking solutions for WHB‟s customers.

A more robust sales training and promotion framework, coupled with product development and cross-sell infrastructure will be established to underpin the drive for a stronger wealth management business.

Retail and Commercial Banking

Prior to the acquisition of WHB, OCBC Bank had been serving businesses both onshore and offshore, financing their trade and investment needs with its network of over 460 branches in 17 markets globally.

OCBC Bank can now leverage WHB‟s network, particularly in the Pearl River Delta region, to increase its access to small and medium sized enterprises, large corporates and top-tier state-owned enterprises in the Greater China region with new products such as cash management and treasury solutions. This allows OCBC Bank to capture more of the burgeoning trade and investment flows between Singapore, Malaysia, Indonesia and Greater China.

OCBC Bank‟s dominant presence in Southeast Asia, through OCBC Malaysia, OCBC NISP in Indonesia and its home market of Singapore, positions it uniquely to serve the needs of businesses in the Greater China region offshore. Conversely, it will now be able to use its expanded network in the Pearl River Delta region to serve OCBC Bank customers that expand into the Greater China region.

The Hong Kong-Zhuhai-Macau bridge, slated for completion in 2016, will further increase the connectivity between the Western Pearl River Delta, Hong Kong and Macau. This will give rise to an economically integrated region which further facilitates trade, capital and investment flows that OCBC Bank is uniquely positioned to tap into.

OCBC Bank will also extend the market for WHB‟s SME speciality products, such as equipment loans for businesses, and replicate WHB‟s successful SME lending model at OCBC China.

In retail banking, WHB gives OCBC Bank new product capabilities in speciality financing, such as tax loans, auto loans and mortgage financing, in the Greater China region.

Wider range of products, services and privileges for WHB customers

OCBC Bank‟s strategic initiatives in the Greater China region will translate into a slew of benefits for WHB‟s customers.

Individuals will gain from OCBC Bank‟s comprehensive approach towards wealth management that includes discretionary portfolio management and holistic wealth advisory services, and a broadened spectrum of wealth products and solutions, both onshore and offshore. Affluent and high net worth individuals will have access to Bank of Singapore‟s open-architecture global product platform and world-class research team, as well as OCBC Premier Banking Centres in the region.

WHB‟s business customers will benefit from an expanded product suite that includes treasury and investment banking products. OCBC Bank, with its current footprint of more than 630 branches across 18 countries and territories, will be able to extend network support for the growth of these businesses when they expand into Southeast Asia and other international markets. Beyond geographical reach, these businesses will have access to OCBC Bank‟s product specialists and relationship managers in markets outsides Hong Kong, Macau and the Pearl River Delta region.

A New Brand Identity

WHB, which became a 97.52%-owned subsidiary of OCBC Bank on 29 July 2014, will be renamed OCBC Wing Hang.

From 1 October 2014, the OCBC Wing Hang brand mark (given as a preview here) will be unveiled across all customer channels in Hong Kong and Macau – including branches, ATMs and digital platforms – and will feature on cheques, statements and customer correspondences.


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