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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Asbisc | LSE:ASB | London | Ordinary Share | CY1000031710 | ORD USD0.20 (DI) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 150.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:2205P Daiwa Int Finance (Cayman Island)Ld 25 December 2001 December 25, 2001 Daiwa Bank Holdings,Inc. The Asahi Bank, Ltd. Consolidation Between Daiwa Bank Holdings, Inc. and The Asahi Bank, Ltd. Daiwa Bank Holdings, Inc. (President: Yasuhisa Katsuta) ("Daiwa Bank HD") and The Asahi Bank, Ltd. (President: Yukio Yanase) ("Asahi Bank") have agreed on the management consolidation announced on September 21, 2001, as described hereinbelow, subject to their respective shareholders' approvals and approval by the competent governmental authorities. 1. Method of Consolidation The consolidation will be effected by way of share exchange (kabushiki kokan) under the Commercial Code, through which Asahi Bank will become a wholly-owned subsidiary of Daiwa Bank HD. The share exchange will be submitted to a shareholders' meeting of Asahi Bank scheduled to be held in late January 2002 and to a shareholders' meeting of Daiwa Bank HD scheduled to be held in late February 2002, for the respective shareholders' approvals. 2. Date of Share Exchange The date of the share exchange will be March 1, 2002 (Friday), as of which date Asahi Bank will become a subsidiary of Daiwa Bank HD. 3. Capital Amount of Daiwa Bank HD The capital amount of Daiwa Bank HD will be increased by 340 billion yen, to 720 billion yen, as a result of the share exchange. 4. Share Exchange Ratio The share exchange ratio for ordinary shares will be as follows: Name of company Daiwa Bank Holdings Asahi Bank (parent company) (wholly-owned subsidiary) Share exchange ratio 1 1 Accordingly, one ordinary share of Daiwa Bank HD will be allotted to each ordinary share of Asahi Bank. Daiwa Bank HD has received opinions from Merrill Lynch Japan Securities and Shin Nihon Ernst & Young, and Asahi Bank has received an opinion from Goldman Sachs (Japan) Limited, each confirming the appropriateness of the above share exchange ratio from the financial point of view. 5. Share Exchange Payments Within four months from the date of the share exchange, Daiwa Bank HD will make share exchange payments, in lieu of year-end dividends, in cash and in the amounts described below, to the parties who were shareholders of Asahi Bank on the day immediately preceding the date of the share exchange; provided, however, that Daiwa Bank HD may change the amounts of, or may decide not to pay, such share exchange payments upon consultation between Daiwa Bank HD and Asahi Bank, if there would be changes in circumstances, including the condition of the assets and liabilities of Asahi Bank and changes in economic conditions. Ordinary shares 1.50 yen per share Preference Shares No 1 10 yen per share Class B Preference Shares No 1 14.38 yen per share Class B Preference Shares No 2 18.50 yen per share 6. Directors, Corporate Auditors and Executive Officers (see Attachment below) a. Directors Yukio Yanase (President of Asahi Bank), Katsuyoshi Iwashiro (Deputy President of Asahi Bank), Tadahiro Tone (Senior Managing Director (Non-Board Member) of Asahi Bank), Osamu Monoe (Managing Director (Non-Board Member) of Asahi Bank) and Kenji Kawada (Director (Non-Board Member) of Asahi Bank) will be newly appointed as Directors of Daiwa Bank HD. Yukio Yanase will be appointed as Deputy President of Daiwa Bank HD. b. Corporate Auditors Hidenao Toyoshima (Lawyer) will be newly appointed as Corporate Auditor of Daiwa Bank HD. As a result, Motoyuki Sakai, Corporate Auditor of Daiwa Bank HD, will retire from office. c. Executive Officers Koji Nishijima (Director (Non-Board Member) of Asahi Bank) and Minoru Takahashi (General Manager of New York Branch of Asahi Bank) will be newly appointed as Executive Officers of Daiwa Bank HD. 7. Other matters The location of the head office of Daiwa Bank HD and its company name will be as follows: Head office The head office will remain in Osaka after the share exchange. Company name Although the company name will not be changed at the time of the share exchange, it is expected that it will be changed when a new group name (which is under consideration) is determined. For inquiries about this announcement, please contact the following: Daiwa Bank Holdings Corporate Communications Division Mr. Nakagawa Tel: +81-6-6264-5685 Asahi Bank Corporate Communications Department Mr. Matsui Tel: +81-3-5223-5078 Directors, Corporate Auditors and Executive Officers as of March 1,2002 (plan) ** indicates new appointees Directors Other offices Title Name (Present offices of new appointees) Director and Chairman Takashi Kaiho Chairman of Daiwa Bank Director and President* Yasuhisa Katsuta President of Daiwa Bank Director and Deputy President* Yukio Yanase** President of Asahi Bank Director and Senior Executive Officer Sadao Tanaka Director and Senior Executive Officer Yoshinari Demura Director and Senior Managing Director (Non-Board Member) Executive Officer Osamu Monoe** of Asahi Bank Director and Kenji Kawada** Director (Non-Board Member) Senior Executive Officer of Asahi Bank Director (part-time) Yasuhiro Takatani President of Kinki Osaka Bank Director (part-time) Masao Nomura President of Nara Bank Director (part-time) Atsumu Kuroishi Deputy President of Daiwa Bank President of Daiwa Trust & Banking Director (part-time) Ryo Aoyagi Senior Managing Director of Daiwa Bank Director (part-time) Katsuyoshi Iwashiro** Deputy President of Asahi Bank Director (part-time) Tadahiro Tone** Senior Managing Director (Non-Board Member) of Asahi Bank *President and Deputy President also serve as Executive Officers. Corporate Auditors Title Name Other offices Remarks Corporate Auditor Isao Kimura Corporate Auditor of Daiwa Bank Corporate Auditor Hideo Yoda Corporate Auditor of Asahi Bank Corporate Auditor Masataka Ide Chairman of West Outside corporate Japan Railway auditor Company Corporate Auditor Hidenao Toyoshima Lawyer Outside corporate ** auditor Executive Officers Title Name Remarks (present offices) Executive Officer Masaaki Nomura Executive Officer Kenichi Kanzaki Executive Officer Tomoyuki Uchiyama Executive Officer Koji Nishijima** Director (Non-Board Member) of Asahi Bank Executive Officer Minoru Takahashi** General Manager of New York Branch of Asahi Bank Status of Discussions Relating to the Consolidation Meetings of the "Consolidation Promotion Committee" comprised of the top management, the "Consolidation Promotion Council" comprised of the officers in charge of planning departments and the "Consolidation Promotion Sub-Committees" at the working level comprised of the officers in charge and other officers at the four banks (sixteen sub-committees for each area) have been regularly held and have discussed the steps to be taken toward the consolidation. 1. Structure of the Holding Company The basic frameworks of the governance, organization and personnel systems of Daiwa Bank HD, which have already been established, have been structured on the assumption that Asahi Bank will participate in Daiwa Bank HD. 2. Promotion of Business Tie-ups For the purpose of enhancing customer convenience, improvement in services and early achievement of the benefits of the consolidation, business tie-ups have been pursued aggressively as follows (see the next page for details): (Measures already implemented) - Mutual opening-up of ATMs (November 5, 2001) - Mutual links between web sites on the Internet (November 8, 2001) - Tie-ups in M&A-related services (November 2001 and afterward) - Joint distribution of "Unitopia," a new investment trust product (December 5, 2001) - Production of a joint web site for next year's recruiting by Daiwa Bank and Asahi Bank (December 5, 2001) - Exchange of personnel (dispatch of personnel related to private banking and trust business trainees from Asahi Bank to Daiwa Bank) (December 12, 2001 and afterward) - Joint campaign involving reduced interest rates for housing loans by the four banks (December 12,2001) (Measures under consideration or being planned) - Joint distribution of housing loan products and loan products targeted at small- and medium-sized companies - Joint sponsorship of contests for financial planner techniques - Joint seminars for support of initial stock offerings - Joint sponsorship of client seminars on testamentary trusts and others Progress in Business Tie-ups Item of business tie-up Description Date of Implementation (including plan) Tie-ups already implemented ATM tie-up a. Elimination of commissions on cash withdrawals from the ATMS of the four banks Implemented b. Discounted commissions on on Nov. 5, 2001 ATM fund transfers among the four banks Tie-ups relating to a. Mutual links among the web Implemented the Internet web sites sites of the four banks on Nov. 8, 2001 b. Production of a joint web site Implemented on for next year's recruiting by Dec. 5, 2001 Daiwa Bank and Asahi Bank (Tie-ups for exchanging information of business opportunities) Tie-ups in M&A related Daiwa Bank and Asahi Bank will Nov. 2001 and services exchange information concerning afterward needs for mergers, acquisitions, collaborations and other business opportunities. (Joint sales campaign for investment trust products sold at the four banks) Tie-ups in investment a. Launch of "Unitopia", an investment trusts business trust product unique to the four Implemented on banks Dec. 5, 2001 b. Joint advertising on newspapers and at the store fronts (Joint campaign involving reduced interest rates by the four banks) Implemented on Tie-ups in housing Dec. 12,2001 loan business 0.75% reduction from Dec. 13, 2001 to Mar. 29, 2002 Exchange of Personnel a. (Private banking trainings) Asahi Bank has sent 10 employees Implemented on to the private banking dept. of Dec. 12, 2001 Daiwa Bank, to engage in testamentary trust and estate administration businesses. b. (Trust service trainees) Implemented on Asahi Bank has sent 4 trainees Dec. 14, 2001 to the Pension & Corporate Trust Company of Daiwa Bank. Tie-ups planned (Joint sales campaign for housing loans) Tie-ups in loan business Sales campaign for loans to replace existing loans Jan. 2002 (Tie-ups in services relating to testamentary trusts and to the administration of estates) Tie-ups in private banking services a. Asahi Bank will refer its customers to Daiwa Bank. Jan. 2002 b. Daiwa Bank and Asahi Bank will jointly hold seminars for their customers. (joint sponsorship of contests for financial planner techniques) Feb. 2002 Daiwa Bank and Asahi Bank will co-sponsor contests for financial planner techniques. (Tie-ups For exchanging information of business opportunities) Tie-ups in M&A Daiwa Bank and Asahi Bank plan related services to hold joint seminars. Feb./Mar.2002 (Mutual sales of loan products) Tie-ups in corporate Sales of small commercial loans To be determined banking services ("Retail 48" by Asahi Bank or other) is being considered. (Seminars to support initial public offerings) Daiwa Bank and Asahi Bank plan to hold joint seminars to support initial public offerings by their Jan. 2002 customers. (Loan areas) Exchange of Personnel Mutual exchange of personnel belonging to the "loan centers" of Daiwa Bank and Asahi Bank To be determined
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