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TERM SHEET

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  • pg 1
									                                        TERM SHEET
RELATING TO THE OFFERING OF UP TO 100,000,000 NON-COLLATERALISED EUROPEAN-STYLE
CASH SETTLED CALL WARRANTS OVER ORDINARY SHARES OF BENALEC HOLDINGS BERHAD
(“BHB”) (“BHB SHARES”) WITH AN EXERCISE RATIO OF 2 CALL WARRANTS: 1 BHB SHARE
("SW") AT THE ISSUE PRICE OF RM0.15 PER SW

                                         Issuer and Market Maker




                             OCBC BANK (MALAYSIA) BERHAD
                                         (Company No. 295400-W)
                         (Incorporated in Malaysia under the Companies Act, 1965)


This Term Sheet is published in connection with the offering of the SW to be issued by OCBC Bank
(Malaysia) Berhad (“Issuer”), for the purpose of providing information on the SW. It supplements and should
be read in conjunction with the Base Prospectus dated 3 June 2011.


The Base Prospectus may be updated or amended from time to time by way of supplementary documents.
Any such supplementary document will be made available on the website of Bursa Malaysia Securities
Berhad ('Bursa Securities") at www.bursamalaysia.com. The Base Prospectus and any other supplementary
document will be available for inspection at our registered office during office hours for a period of twelve
(12) months from the date of the Base Prospectus.


You are warned that the price of the underlying financial instruments and the SW may fall in value as rapidly
as it may rise and you may sustain a total loss of your investment. YOU ARE ADVISED TO READ AND
UNDERSTAND THE CONTENTS OF THE BASE PROSPECTUS AND THIS TERM SHEET. IF IN DOUBT,
PLEASE CONSULT A PROFESSIONAL ADVISER. THERE ARE CERTAIN RISK FACTORS WHICH
PROSPECTIVE INVESTORS SHOULD CONSIDER. TURN TO PAGE 1 OF THIS TERM SHEET AND
PAGE 12 OF THE BASE PROSPECTUS FOR “RISK FACTORS”.


The SW constitutes general unsecured contractual obligations of the Issuer. If you purchase the SW, you
are relying on the creditworthiness of the Issuer and have no recourse/rights against BHB.


The SW will be listed and traded on the Structured Warrants Board of Bursa Securities.


We have received Bursa Securities’ approval to list and quote the SW on the Official List of the Structured
Warrants Board of Bursa Securities.

This Term Sheet is dated 20 July 2011
THIS TERM SHEET HAS BEEN SEEN AND APPROVED BY OUR DIRECTORS AND THEY
COLLECTIVELY AND INDIVIDUALLY ACCEPT FULL RESPONSIBILITY FOR THE ACCURACY OF THE
INFORMATION CONTAINED IN THIS TERM SHEET AND CONFIRM, HAVING MADE ALL REASONABLE
ENQUIRIES, THAT TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THERE IS NO FALSE OR
MISLEADING STATEMENT OR OTHER FACTS THE OMISSION OF WHICH WOULD MAKE ANY
STATEMENT IN THIS TERM SHEET FALSE OR MISLEADING.

WE ACKNOWLEDGE THAT, BASED ON ALL AVAILABLE INFORMATION, AND TO THE BEST OF OUR
KNOWLEDGE AND BELIEF, THIS TERM SHEET CONSTITUTES A FULL AND TRUE DISCLOSURE OF
ALL MATERIAL FACTS CONCERNING THE OFFERING OF THE STRUCTURED WARRANTS (“THE
OFFERING”).

THE STRUCTURED WARRANTS CONSTITUTE GENERAL UNSECURED CONTRACTUAL
OBLIGATIONS OF THE ISSUER AND OF NO OTHER PERSON. THEREFORE, IF YOU PURCHASE THE
STRUCTURED WARRANTS, YOU ARE RELYING ON THE CREDITWORTHINESS OF THE ISSUER AND
HAVE NO RECOURSE/RIGHTS AGAINST BHB.

IN ADDITION, OUR DIRECTORS DO NOT ACCEPT RESPONSIBILITY FOR THE INFORMATION ON
BHB CONTAINED IN THIS TERM SHEET SAVE FOR THE FACT THAT THE INFORMATION IS AN
ACCURATE EXTRACT OR SUMMARY OF RELEVANT PUBLICLY RELEASED INFORMATION.

A COPY OF THIS TERM SHEET HAS BEEN REGISTERED WITH THE SECURITIES COMMISSION
MALAYSIA (“SC”). THE REGISTRATION OF THIS TERM SHEET SHOULD NOT BE TAKEN TO INDICATE
THAT THE SC RECOMMENDS THE OFFER OR ASSUMES RESPONSIBILITY FOR THE
CORRECTNESS OF ANY STATEMENT MADE OR OPINION OR REPORT EXPRESSED IN THIS TERM
SHEET. THE SC IS NOT LIABLE FOR ANY NON-DISCLOSURE ON OUR PART AND TAKES NO
RESPONSIBILITY FOR THE CONTENTS OF THIS TERM SHEET, MAKES NO REPRESENTATION AS
TO ITS ACCURACY OR COMPLETENESS AND EXPRESSLY DISCLAIMS ANY LIABILITY
WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM OR IN RELIANCE UPON THE WHOLE
OR ANY PART OF THE CONTENTS OF THIS TERM SHEET.

YOU SHOULD RELY ON YOUR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF THE
OFFER AND THE INVESTMENT IN THE STRUCTURED WARRANTS. IN CONSIDERING THE
INVESTMENT, IF YOU ARE IN ANY DOUBT AS TO THE ACTION TO BE TAKEN, YOU SHOULD
CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER
PROFESSIONAL ADVISER IMMEDIATELY.

YOU ARE WARNED THAT THE PRICE OR LEVEL OF THE UNDERLYING FINANCIAL INSTRUMENTS
AND STRUCTURED WARRANTS MAY FALL IN VALUE AS RAPIDLY AS IT MAY RISE AND YOU MAY
SUSTAIN A TOTAL LOSS OF YOUR INVESTMENT. YOU SHOULD THEREFORE MAKE SURE YOU
UNDERSTAND THE TERMS AND CONDITIONS OF THE STRUCTURED WARRANTS OFFERED, THE
RISK FACTORS INVOLVED AND WHERE NECESSARY, SEEK PROFESSIONAL ADVICE BEFORE
INVESTING IN THE STRUCTURED WARRANTS.

WE HAVE OBTAINED APPROVAL FROM BURSA MALAYSIA SECURITIES BERHAD (“BURSA
SECURITIES”) FOR THE LISTING OF AND QUOTATION FOR THE STRUCTURED WARRANTS BEING
OFFERED. ADMISSION OF THE STRUCTURED WARRANTS TO THE OFFICIAL LIST OF BURSA
SECURITIES IS NOT TO BE TAKEN AS AN INDICATION OF OUR MERITS, THE MERITS OF THE
OFFER OR THE STRUCTURED WARRANTS.

THIS TERM SHEET HAS ALSO BEEN LODGED WITH THE REGISTRAR OF COMPANIES. THE
REGISTRAR OF COMPANIES DOES NOT TAKE ANY RESPONSIBILITY FOR THE CONTENTS OF THIS
TERM SHEET.

YOU ARE ADVISED TO NOTE THAT RECOURSE FOR FALSE OR MISLEADING STATEMENTS OR
ACTS MADE IN CONNECTION WITH THIS TERM SHEET IS DIRECTLY AVAILABLE THROUGH
SECTIONS 248, 249 AND 357 OF THE CAPITAL MARKETS AND SERVICES ACT 2007.

SECURITIES LISTED ON BURSA SECURITIES ARE OFFERED TO THE PUBLIC PREMISED ON FULL
AND ACCURATE DISCLOSURE OF ALL MATERIAL INFORMATION CONCERNING THE ISSUE FOR
WHICH ANY OF THE PERSONS SET OUT IN SECTION 236 OF THE CAPITAL MARKETS AND
SERVICES ACT 2007, E.G. DIRECTORS AND ADVISERS, ARE RESPONSIBLE.



                                         ii
INDICATIVE TIMETABLE

The indicative timing of events leading up to the listing of and quotation for the offering of the SW on the
Structured Warrants Board of Bursa Securities is set out as follows:


    Events                                                                                      Tentative Dates


    Launch of the SW                                                                              20 July 2011
    Allotment of the SW                                                                           20 July 2011
    Listing of the SW on the Structured Warrants Board of Bursa Securities                        21 July 2011
    ("Listing Date")


This timetable is tentative and is subject to changes, which may be necessary to facilitate implementation
procedures.

Note:

* The Price Fixing Date for the SW is 1 July 2011

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                                                           iii
TABLE OF CONTENTS


                                                                                                                                             Page

1.   DEFINITIONS .........................................................................................................................    1
2.   RISK FACTORS .....................................................................................................................       2
                                                                                                                                              3
3.   TERMS AND CONDITIONS OF THE STRUCTURED WARRANTS ......................................
                                                                                                                                              5
4.   SUPPLEMENTAL GENERAL INFORMATION .......................................................................
                                                                                                                                              8
5.   CORPORATE DIRECTORY ...................................................................................................




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                                                                          iv
DEFINITIONS

All references to “we”, “us”, “our” and “ourselves” are to our company, OCBC Bank (Malaysia) Berhad.
Unless otherwise indicated, the following definitions shall apply throughout this Term Sheet:-

   BAFIA                               :   Banking and Financial Institutions Act, 1989

   BHB Share(s)                        :   Ordinary share(s) of RM0.25 each in BHB

   BNM                                 :   Bank Negara Malaysia

   Bursa Securities                    :   Bursa Malaysia Securities Berhad

   Holder                              :   The person or persons whose names for the time being appear
                                           on the Record of Depositors for the SW

   Market Day                          :   Day on which Bursa Securities is open for trading in securities

   Deed Poll                           :   Deed Poll dated 16 May 2011 executed by us for the SW, as
                                           supplemented from time to time. The Term Sheet to be issued
                                           for each series of the SW will form a new schedule in, and
                                           supplement the Deed Poll

   Registrar                           :   Symphony Share Registrars Sdn Berhad (378993-D) being the
                                           Registrar for the SW

   Terms                               :   Terms and conditions of the SW




                                                   1
1. RISK FACTORS
  BEFORE INVESTING IN THE SW, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK
  FACTORS (WHICH MAY NOT BE EXHAUSTIVE) IN ADDITION TO THE OTHER INFORMATION
  CONTAINED ELSEWHERE IN THIS TERM SHEET AND RISK FACTORS AND OTHER INFORMATION
  CONTAINED IN THE BASE PROSPECTUS

  Your investment decision should be based solely upon your own independent assessment of our financial
  condition and affairs, and your own appraisal of our prospects, our creditworthiness, the Terms, the BHB
  Shares and any other factors relevant to your decision, including the merits and risks involved.

  1.1    We have not undertaken any investigation and review of BHB

         We have not conducted any due diligence review on BHB, including information available through its
         public filings and BHB has not been involved in our preparations for the offer and issue of the SW.
         There can be no assurance that all events occurring prior to the date of this Term Sheet that would
         affect the trading price of BHB Shares (and therefore the price of the SW) have been publicly
         disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose
         material future events concerning BHB could affect the trading price of BHB Shares and therefore
         the trading price of the SW. BHB has no obligation with respect to the settlement amount to be paid
         to you (if any) upon exercise of the SW, including any obligation to take into account, for any reason,
         our needs, or your needs.

         Further, our issuance of the SW should not be construed as a recommendation by us to invest in
         BHB Shares as BHB is not a party to or bound by any term or condition contained in any agreement
         or other document constituting or governing the SW. The subscription and/or holding of the SW
         does not confer on any Holder of the SW any right (whether in respect of voting, distribution or
         otherwise) in BHB.

  1.2    Value of SW affected by inherent sectorial risk of BHB's businesses

         BHB provides marine construction services, including land reclamation, dredging, and beach
         nourishment; rock revetment, shore protection works as well as provides ship chartering services for
         transportation of sand bulk materials and cargo.

         You should note that events having a material and adverse impact on one or more of the
         abovementioned business sectors in which BHB operates may impact the trading price of the BHB
         Shares, and therefore the value of the SW.

  1.3     Adjustment related risks

          The occurrence of certain events (including a rights issue or bonus issue by BHB, a subdivision
          and consolidation of BHB and a restructuring event of BHB) may entitle us to adjust the terms and
          conditions of the SW. However, we are not obliged to adjust the terms and conditions of the SW for
          every event that affects BHB. Any adjustment or decision not to make any adjustment may
          adversely affect the value of the SW.

  1.4     The Base Prospectus and Term Sheet are not the sole basis for making an investment
          decision

          The Base Prospectus and this Term Sheet do not take into account your investment objectives,
          financial situation or particular needs. Nothing in the Base Prospectus or this Term Sheet should be
          construed as a recommendation by us or our affiliates to invest in the SW or BHB.


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                                                       2
2. TERMS AND CONDITIONS OF THE STRUCTURED WARRANTS

  The following is only part of the terms and conditions of the SW and should be read together with the terms
  and conditions of the SW set out in the Base Prospectus, other information set out in the Base Prospectus,
  and the supplemental provisions contained in this Term Sheet, and other term sheets and successor
  documents issued.


  Instrument                : Non-collateralised European-style cash settled call warrants over BHB Shares

  Issuer                    : OCBC Bank (Malaysia) Berhad

  Market Maker              : OCBC Bank (Malaysia) Berhad

  Underlying Shares         : BHB Shares (Bursa Securities stock name: Benalec)

  Issue Size                : Up to 100,000,000 SW

  Exercise Ratio            : Two (2) SW: one (1) BHB Share

  Exercise Price            : RM1.40, being 97.22% of the Reference Price, rounded to the nearest two (2)
                              decimals

  Exercise Style            : European style i.e. may only be exercised on the Expiry Date

  Expiry Date               : 29 June 2012

  Issue Price               : RM0.15, being (i) an amount equal to 20.83% of the Reference Price divided by
                              (ii) Exercise Ratio, rounded up to the nearest half sen. In the event of any
                              dispute regarding the calculation of the Issue Price, our determination shall be
                              final and conclusive

  Reference Price           : RM1.44, the one (1) day volume-weighted average price (“VWAP”) of the BHB
                              Shares on the Price Fixing Date, rounded to the nearest two (2) decimals, as
                              determined by the Issuer
  Premium                   : 18.06%
  Gearing                   : 4.80 times
  Delta                     : 64.18%
  Effective Gearing         : 3.08 times
  Implied Volatility        : 45.00%
  Settlement Method         : Cash settlement only

  Exercise Date             : The SW are automatically exercised at 5.00pm on the Expiry Date

  Settlement                : Cash Settlement only
                              The SW give the Holder of the SW the right to receive from us, on the Expiry
                              Date, the Cash Settlement Amount in the Settlement Currency as specified
                              herein, which shall be calculated as set out below, less all Exercise Expenses.

                             Cash         Number (Settlement Price           1        Settlement
                             Settlement = of    X       -          X                X Exchange
                             Amount       SW      Exercise Price)    Exchange Ratio   Rate (if any)


                             Unless there is a Settlement Disruption Event as described below, the Cash
                             Settlement Amount (less any Exercise Expenses) shall be sent out within five




                                                      3
2. TERMS AND CONDITIONS OF THE STRUCTURED WARRANTS (cont’d)

                              (5) Market Days from the Expiry Date or such other period as may be
                              prescribed by Bursa Securities or such other relevant authority by way of
                              cheque drawn in favour of the Holder of the SW.

                              The Issuer shall be discharged from its obligation to pay the Cash Settlement
                              Amount upon making the payment in accordance with these terms and
                              conditions.

                              If the Cash Settlement Amount after deducting all Exercise Expenses is equal to
                              or less than zero, the Issuer shall not be obliged to make any payment to the
                              Holder of the SW, and the SW which have been exercised shall thereafter
                              become void and cease to have any exercise rights.

  Settlement
  Disruption Event           : The delivery of payment of the Cash Settlement Amount may also be delayed if
                               any one of the following event occurs:

                              (i)    Technical difficulties experienced in the course of processing a valid
                                     exercise of the SW; or
                              (ii)   any other event beyond our control arising during the life of the SW and/or
                                     on the Expiry Date.

  Settlement Price           : The average of the closing price of BHB Shares (subject to any adjustment as
                               may be necessary to reflect any capitalization, rights issue, distribution or
                               others) for the 5 Market Days prior to and including the Market Day immediately
                               before the Expiry Date

  Automatic Exercise         : The SW will be automatically exercised at 5.00 p.m. on the Expiry Date if the
                               Cash Settlement Amount after deducting all Exercise Expenses is greater than
                               zero.

  Settlement Date            : The date falling within five (5) Market Days following the Exercise Date and/or
                               the Expiry Date and subject to any Settlement Disruption Event.
                       -
  Reference Currency         : Ringgit Malaysia (RM)

  Settlement Currency        : Ringgit Malaysia (RM)

  Board Lot                  : 100 SW

  Listing                    : The Issuer has been granted the permission to list and quote the SW on the
                               Official List of the Structured W arrants Board of Bursa Securities


  The SW are constituted and governed by the Deed Poll which is available for inspection at the place and
  time described in Section 3.9. The Holders of SW are considered to have had notice of all the provisions of
  the Deed Poll.

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                                                        4
3. SUPPLEMENTAL GENERAL INFORMATION


  The following are supplemental general information of this Offering and should be read in
  conjunction with, and are qualified by reference to, the other information set out in this Term Sheet
  and the Base Prospectus.


  3.1     Details of the Offering

          The SW is offered by way of market making. We are acting as the Market Maker by making a
          market for the SW on the Structured Warrants Board of Bursa Securities. The process of market
          making involves maintaining bid and offer quotes on the trading system of Bursa Securities on each
          Market Day, over the life of the SW. In our role as Market Maker, we would need to maintain
          sufficient number of SW as inventory for the purposes of market making during the entire tenure of
          the SW. We do not intend to apply for any further issuance of the SW.

          We are a registered Market Maker under the Rules of Bursa Securities, and shall be the
          appointed Market Maker for this Series of the SW and shall comply with the Rules of Bursa
          Securities pertaining to minimum presence of market making, maximum bid-offer spread and
          minimum quantity for each quotation, as may be amended from time to time, and are currently
          prescribed under the relevant circulars to the Rules of Bursa Securities as follows:

          Market Making Obligations                                              Market Maker for SW

          The minimum presence of a market maker in providing two (2)-                      70%
          way quotes during the ‘main trading phase’ as referred to in Rule
          701.5A(4) of the Rules of Bursa Securities on each day that Bursa
          Securities is open for trading in an SW issue

          The maximum spread of two (2)-sided market making quotes                  25 bids
          entered by a market maker into the Automated Trading System
          (“ATS”)
          The minimum quantity on each of the two (2)-sided market making 10 Board Lots (1,000
          quotes that a market maker enters into the ATS                      units of SW)


          The circumstances where the Market Maker will not be able to and should not be obliged to
          provide liquidity for the SW are set out in Section 5.2 of the Base Prospectus. As a Market Maker,
          we would need to hold a sufficient number of the SW as inventory for the purposes of market
          making during the tenure of the SW.


  3.2    Basis of arriving at the Issue Price

         The Issue Price of RM0.15 was fixed at (i) 20.83% of the Reference Price of BHB Shares divided by
         (ii) the Exercise Ratio, rounded up to the nearest half sen (or equivalent unit of the currency as the
         case may be), which shall be based on an option pricing model that takes into account the Exercise
         Price, tenure of the SW, interim interest rates, expected dividend yield and market volatility in
         relation to BHB Shares.

         The Reference Price of RM1.44 shall be equal to the one (1) day VWAP of BHB Shares on the
         Price Fixing Date being 1 July 2011, rounded to the nearest two (2) decimals, as determined by the
         Issuer.


  3.3     Determination of break-even level of the Settlement Price

          In relation to the exercise of the SW, the break-even level of the Settlement Price is
          determined in accordance to the following formula:
                                                  (1)                      (2)
          Exercise Price + (Purchase Cost of SW         + Exercise Expenses ) x Exercise Ratio


                                                          5
3. SUPPLEMENTAL GENERAL INFORMATION (cont’d)


        Notes:

        (1)      This is the amount incurred by the investor for the purchase of one (1) unit of SW, either in
                 the primary or secondary market, and includes all relevant transaction costs such as stamp
                 duty, clearing fee and brokerage charges, whichever is applicable.

        (2)      Exercise Expenses is equivalent to 0.30% of (Settlement Price – Exercise Price) /
                 Exercise Ratio.

        Investor shall realise a positive gain on his/her investment on the SW in the event that the
        Settlement Price exceeds the break-even level.


  3.4   Utilisation of proceeds

        The Offering is expected to raise up to RM15,000,000 in total proceeds based on an issue price of
        RM0.15 per SW. The proceeds are intended to be used over the tenure of the SW in the following
        manner:




          Item                                                                    Amount (RM’000)

          Working capital requirement                                             14,950

          Estimated expenses relating to the Offering                                 50

          Total Proceeds                                                          15,000



  3.5   Estimated expenses
        The expenses relating to the issuance of the SW are estimated to be approximately RM50,000
        comprising as follows:

                                                                          Notes              RM

        Estimated professional fees                                         (a)                 30,000
        Miscellaneous expenses                                              (b)                 20,000

        Notes:
        (a) Includes fees payable to the solicitors and Registrar..
        (b) Includes printing expenses, advertising expenses, and fees to the authorities.


  3.6   Agreement, arrangement or undertaking

        There are no agreements, arrangements or understanding in place between us and/or our
        subsidiary and associated companies ("OCBC Group"), and any substantial shareholders of BHB
        relating to, or have a bearing on, the issuance of the SW.




                                                      6
3. SUPPLEMENTAL GENERAL INFORMATION (cont’d)

  3.7    Additional information

         Information on BHB, and Bursa Securities may be obtained from the following sources:

         (a) BHB's website, www.benalec.com.my; and

         (b) Bursa Securities' website, www.bursamalaysia.com.

  3.8    Consent
         The Registrar has given and has not subsequently withdrawn its written consent to the inclusion in
         this Term Sheet of its name in the form and context in which it appears.
  3.9    Documents for inspection
         Copies of the following documents may be inspected at our registered office during office hours for
         a period of twelve (12) months from the date of the Base Prospectus:

         (a)      Our Memorandum and Articles of Association;

         (b)      Deed Poll; and

         (c)      Our audited financial statements for the three (3) financial years ended 31 December
                  2008 to 31 December 2010 and the unaudited consolidated financial statements for the
                  financial period ended 31 March 2011.


  3.10   Responsibility statements

         We acknowledge that, based on all available information, and to the best of our knowledge and
         belief, this Term Sheet constitutes a full and true disclosure of all material facts concerning the
         Offering.

         This Term Sheet has been seen and approved by our Directors and they collectively and
         individually accept full responsibility for the accuracy of the information contained herein and
         confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there
         is no false or misleading statement or other facts, the omission of which would make any statement
         herein false or misleading.

         Notwithstanding the foregoing, our Directors do not accept responsibility for the contents of
         information on BHB Shares or BHB, save for the fact that the information is an accurate extract or
         summary of relevant publicly released information.

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                                                     7
4. CORPORATE DIRECTORY


  ISSUER AND MARKET MAKER    : OCBC Bank (Malaysia) Berhad (295400-W)
                                 th
                               10 Floor Menara OCBC
                               18 Jalan Tun Perak
                               50050 Kuala Lumpur



  STRUCTURED WARRANTS        : Symphony Share Registrars Sdn Berhad (378993-D)
  REGISTRAR                   Level 6, Symphony House
                              Pusat Dagangan Dana 1
                              Jalan PJU 1A/46
                              47301 Petaling Jaya
                              Selangor Darul Ehsan




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                                              8

								
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