ocbc preference shares brochure 2008

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Brochure OCBC

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  • Key Terms

    Issuer OCBC Bank

    Offering Up to 10,000,000 Class B Preference Shares, fora total amount of up to S$1 billion, by way of aPlacement and an ATM Offer.

    a) Placement Tranche: Up to 9,500,000 Class B Preference Shares (for a total of up to S$950million). Applications to be made via submissionof application forms to OCBC Bank

    b)ATM Offer Tranche: Up to 500,000 Class B Preference Shares (for a total of up to S$50 million). Applications to be made via ATMs of participating banks

    Note: Depending on the response to the two tranches, OCBCBank may at its discretion, adjust the relative size of theallocations between the Placement Tranche and ATM OfferTranche

    ApplicationAmount

    Application for the preference shares must befor a minimum amount of S$20,000 or 200preference shares, or for a higher amount inmultiples of S$10,000.Preference shares will be traded in board lotsof 100 Class B Preference Shares after the issue

    Issue andAllotment Date

    29 July 2008 (or such other date as OCBCBank may decide)

    Ranking Rank equally with other classes of non-cumulative, non-convertible preference sharesissued by OCBC Bank

    Voting Rights Holders of the preference shares will not beentitled to attend and vote at general meetingsof OCBC Bank, except in certain limitedcircumstances

    Listing Listed and traded on the Main Board of theSGX-ST, expected from 30 July 2008 onwards

    Rating Aa3 by Moodys, A+ by Fitch and A- byStandard & Poors

    On the fifth anniversary and each dividenddate thereafter, at the option of OCBC Bank

    OptionalRedemption

    Fixed rate of 5.1% per annum, payable semi-annually on 20 June and 20 December ofeach year

    Dividend RatePerpetualMaturity

    S$100 eachIssue Price

    a) Placement Period: 2 June 2008 to 15 July 2008b)ATM Offer Period: 16 July 2008 to 28 July 2008

    Note: Depending on the response to the PlacementTranche, OCBC Bank may shorten the Placement Period,and bring forward the ATM Offer Period. The timetable issubject to change at OCBC Banks absolute discretion.

    SubscriptionPeriod

    Features

    1. Dividend payable twice a year, at 5.1% per annum The Class B Preference Shares will pay a fixed dividend at 5.1%

    per year Dividends will be paid on 20 June and 20 December of each year;

    the first dividend payment will be on 20 December 2008 Payment of dividend will be subject to OCBC Board declaring

    the dividend If OCBC Bank declares dividends on its ordinary shares, it must

    pay the 5.1% dividend on the Class B Preference Shares

    2. The Issuer - OCBC Bank The longest established bank in Singapore, since 1912 Total assets of S$175 billion and shareholders funds of S$17 billion

    as at 31 December 2007 2007 profit after tax of S$2.1 billion Parent of Great Eastern, the largest life insurance company in

    Singapore and Malaysia Long term credit ratings of Aa1 by Moodys, A+ by S&P and AA-

    by Fitch

    3. Non-convertible and perpetual The preference shares cannot be converted into ordinary shares

    of OCBC Bank The preference shares do not have a fixed redemption date

    4. Possible redemption after 5 years The preference shares may be redeemed by OCBC Bank (i) on

    the fifth anniversary after the issue date; and (ii) on each of thedividend payment dates thereafter

    Redemption will be entirely at the option of OCBC Bank If redeemed, investors will receive 100% of their initial subscription

    price plus any dividends payable up to the redemption date

    5. Ratings The Class B Preference Shares have been rated Aa3 by Moodys,

    A- by S&P and A+ by Fitch

    IMPORTANT NOTE:This brochure is qualified in its entirety by, and should be read in conjunction with, the fulltext of the Offer Information Statement dated 2 June 2008 (OIS) lodged with the MonetaryAuthority of Singapore. A printed copy of the OIS and Application Form may be obtained onrequest, subject to availability, during operating hours from Oversea-Chinese BankingCorporation Limited, 65 Chulia Street, OCBC Centre, Singapore 049513 and from all branchesof OCBC Bank in Singapore, and where applicable, from members of the Association of Banksin Singapore, members of the SGX-ST and merchant banks in Singapore. A copy of the OIS andApplication Form is also available on the website www.ocbc.com. Anyone wishing to acquirethe OCBC Class B Preference Shares (Preference Shares) must read the OIS in full and mustmake an application in the manner set out in the OIS. This brochureis not intended to belegal, financial, or tax advice or an investment recommendation and may not be relied uponto evaluate the merits of investing in the Preference Shares. It is recommended that you seekprofessional advice from your legal, financial, tax or other professional advisor before decidingwhether to subscribe for the Preference Shares.

    Nothing in thisbrochureconstitutes an offer of securities for sale in the United States or anyother jurisdiction where it is unlawful to do so. Neither thisbrochurenor any copy or portionof it may be sent or taken, transmitted or distributed, directly or indirectly, into the UnitedStates. The Preference Shares have not been, and will not be, registered under the U.S. SecuritiesAct of 1933, as amended (the Securities Act) or the securities laws of any state of the UnitedStates and may not be offered, sold or delivered within the United States or to, or for theaccount or benefit of, any U.S. person, except in certain transactions exempt from the registrationrequirements of the Securities Act. Thisbrochuremay not be forwarded or distributed to anyother person and may not be reproduced in any manner whatsoever. Any forwarding, distributionor reproduction of this information in whole or in part is unauthorised. Failure to comply withthis directive may result in a violation of the Securities Act or the applicable laws of otherjurisdictions.

    OCBC Bank, its related companies, their directors and/or employees (collectively RelatedPersons) may have positions in, and may effect transactions in the Preference Shares. OCBCBank and the Related Persons may also perform or seek to perform broking and other financialservices for Preference Shares.

    Invest in OCBC BankClass B Preference Shares andearn 5.1%p.a. fixed dividend.

    www.ocbc.com

    OCBC Class B Preference Shares OCBC Bank is offering up to 10 million Class B non-cumulative, non-convertible Preference Shares, forsubscription by investors at the issue price of S$100per Class B Preference Share. The minimum amountfor each investor to subscribe is 200 preference sharesor an amount of S$20,000. Investors can also investmore than S$20,000 but amounts subscribed mustbe in multiples of S$10,000.

    Co.Re

    g.No

    .: 193

    2000

    32W

  • 1. Is the dividend of 5.1% guaranteed?The payment of dividends on the preference shares is subject todeclaration by OCBC Banks Board of Directors. As the preferenceshares rank ahead of ordinary shares, OCBC Bank would have todeclare dividends on the preference shares if it declares dividendson the ordinary shares. Since the end of World War II, OCBC Bankhas never stopped paying dividends on its ordinary shares.

    2. Is the dividend of 5.1% calculated based on issue price of S$100?The dividend of 5.1% per annum will be paid on a semi-annualbasis, calculated on the issue price of S$100 per preference share.The dividend amount is not dependent on the prevailing marketprice of the preference shares.For example, if you subscribe for 200 preference shares atS$20,000, the dividend payable to you on each dividend paymentdate will be approximately S$510 on 20 June and on 20 Decemberof each year, which means a total amount of S$1,020 per year.Please note that the first proposed dividend payment will beon 20 December 2008 and will be less because of the shorterperiod for computation of dividend from 29 July 2008 to 19December 2008.

    3. Do I need to pay tax on the dividend received?If you are an individual resident in Singapore, or if you are acorporate entity in Singapore, the dividendyou receivewill notbe liable to any further Singapore taxas it is tax exempt. Youwill receive the 5.1% dividend without any tax deduction. Ifyou are not a tax resident in Singapore, please seek your owntax advice.

    4. What are the potential risks involved in this investment?The key potential risks are summarised below:a. Dividend payment is not cumulative. If OCBC Bank for whatever

    reasons stops payment for one year, the amount not paid willnot be payable in the following year(s)

    b. The Bank has the right but not the obligation to redeem thepreference shares, and preference shareholders have no rightto call for their redemption. Preference shareholders arehowever free to sell in the market

    c. The price of the preference shares may fluctuate depending onprevailing market conditions, including interest rates, as wellas the credit standing of the Bank

    d. In a liquidation scenario, the preference shares will rank inpriority to ordinary shares but junior to all depositors and othercreditors (including holders of subordinated debt) of the Bank

    e. The market for the preference shares may not be sufficientlyliquid or active. The preference shares may trade lower thanthe initial issue price

    5. Will OCBC Bank redeem the preference shares? Will there beany change in the dividend rate in the future?

    OCBC Bank may redeem the preference shares under the followingcircumstances, subject to, amongst other things, approval of the regulatory authority:a. on the date falling 5 years after the issue date, and on each

    dividend payment date thereafter, although the Bank is notobliged to do so. If the Bank should decide to redeem, it will paythe investor the issue price of S$100 for each preference share, plus any dividends payable up to the redemption date,

    b. if the preference dividend becomes subject to tax, due to changesin the Singapore tax laws, or

    c. if the preference shares do not qualify as Tier 1 capital of the Bank

    If the Bank does not redeem, the dividend rate will stay at 5.1%and there will be no change in the dividend rate.

    6. Will the preference shares be traded in the market?Yes, you will be able to trade the preference shares once they arelisted on the Main Board of the SGX-ST on or about 30 July 2008. Market price of the preference shares may be above or below theissue price.

    7. What is the offer period for the Class B Preference Shares?The offer period for the Placement Tranche is 2 June 2008 to 15July 2008, and that for the ATM Offer Tranche is 16 July 2008 to 28July 2008. Please note that OCBC Bank reserves the right to shortenthe offer period for the Placement Tranche and bring forward theATM Offer Period.

    Frequently Asked Questions 8. How do I apply for Class B Preference Shares?Applications must be made in the manner set out in the OfferInformation Statement.a. Placement Tranche (2 June 2008 15 July 2008): You may apply

    for your Class B Preference Shares as follows:1. Visit any OCBC branch in person with your original NRIC, CDP

    account number and payment.2. Drop in your duly completed application form together with

    payment into the collection boxes at OCBC branches.3. Log onto www.ocbc.com and download the Offer Information

    Statement and application form. Complete the form with yourdetails and attached payment (cheque or cashiers order orbankers draft) and mail it to:

    ATTN: OCBC PREFERENCE SHARESOCBC Bank

    63 Chulia Street#03-03 OCBC Centre East

    Singapore 049514

    For more details, please speak to our Personal Financial Consultants.Please note that both drop-in and mail-in applications must beduly completed with your details and attached payment (chequeor cashiers order or bankers draft).b. ATM Offer Tranche (16 July 2008 28 July 2008): You may apply

    through ATMs of participating banks. Applications madethrough ATMs will be subject to balloting if the totalsubscriptions exceed the amount available for subscription.

    9. Will I have a better chance of getting my preference shares if I apply early?The Placement Tranche will be progressively sold as orders andpayments are received, but allocation is at the discretion of OCBCBank. As there is a limit to the number of preference shares thatwill be issued, we encourage you to apply early to maximise yourchances of an allotment, and to avoid disappointment.Applications made under the ATM Offer Tranche may be subjectto balloting if total subscriptions exceed the amount availablefor subscription.

    10. Can I apply in joint names?No, only single-name applications are allowed, because underCDP rules, joint securities applications for public offerings cannotbe made, and trading of securities under joint-signatoriesaccounts is not allowed.

    11. Can I use CPF or SRS to apply for preference shares?SRS is not allowed to be used to apply for preference shares.CPF is not allowed to be used for applications under the PlacementTranche.CPF can be used for applications under the ATM Offer Tranche,provided when using a combination of cash and CPF, cash mustbe used for the first 200 preference shares applied for, and theamount of cash and CPF used thereafter must be for higherintegral multiples of 100 preference shares thereof. For minimumapplications of 200 preference shares, you can use either cashor CPF only, but not both.

    12. If I have already made an application at the branch, can Istill apply via ATM later?Yes. However for applications made through ATMs, only oneapplication per customer (regardless of cash and/or CPF funds)will be allowed. Please also note that applications made throughATMs will be subject to balloting if the total subscriptions exceedthe amount available for subscription.

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