RHB Capital to Acquire OSK Investment Bank

Kuala-Lumpur,28 May 2012,RHB Capital Berhad(RHB Capital)and OSK Holding Berhad (OSK Holdings) today signed a conditional share purchase agreement that will see RHB Capital acquire 100% of OSK Invesment Bank Berhad (OSK Invesment Bank) shares from OSK Holdings in exchange for 245 million new RHB Capital shares and cash of RM147.5 million.This combination will transform RHB Investment Bank into Malaysia's largest investment bank by assets and marks a significant milestone in RHB Banking Group's ambition in building local leadership and accelerating regional growth to become a leading multinantional financial services group. The agreement which was signed with OSK Holdings,the holding company of OSK Invesment Bank,will see RHB Capital acquiring 100% of OSK Invesment Banks shares for a purchase consideration of RM1,950.7 million,comprising of RM1,803.2 million in the form of 245 million new RHB Capital shares issued at RM7.36 per share and RM147.5 million in cash.OSK Holdings will become RHB Capital's third largest shareholder with approximately 10% stake after the completion of the transaction. The purchase consideration implies a 1.77x multiple on OSK Investment Bank's book value of RM1.1 billion as of 30 September 2011 and represents 18.9x last twelve months normalised earnings adjusted for one-off costs. The issue price of RM7.36 was arrived at after considering the 5-day volume weighted average market price of RM7.42 of RHB Capital shares up to 28 September 2011,being the last market day prior to the announcement of the application to Bank Negara Malaysia to commence negotiations on the possible merger of businesses of RHB Banking Group and OSK Invesment Bank dated 29 September 2011,adjusted for the 2011 interim dividend paid by RHB Capital and Dividend Reinvesment Plan applied on the said dividends. In addition, RHB Capital will acquire 100% of OSK Invesment Bank (Labuan) Limited's shares as well as the remaining 20% in Malaysian Trustees Berhad held by OSK Holdings for as cash consideration of RM26.8 million.As part of the transacton,RHB Capital will also acquire 59.95% in Finexasia.com Sdn Bhd not currently owned by OSK Invesment Bank for a cash consideration of RM12.5 million.This brings the total aggregate purchase consideration to RM1,990 million. The acquisition substanstially strenghthens RHB Investment Banks's competitive position in Malaysia and delivers immediate established accesss to key strategic markets in the region.The two invesment banks have unique strengths that highly complement each other which today successfully serve distinct customer segments.