KUALA LUMPUR: Public Bank Bhd
(PBB) has proposed to privatise its 73.23%-owned Public Financial Holdings Ltd (PFHL) and withdraw the latter’s listing from the Hong Kong Stock Exchange (HKSE).
In a filing with Bursa Malaysia, PBB said it intends to privatise PFHL through a scheme of arrangement, offering HK$2.50 in cash, or about RM1.29, for each share it does not already own.
PBB currently owns 804.02 million PFHL shares, representing 73.23% of its issued share capital, while the remaining 293.9 million shares, or 26.77%, are held by other shareholders.
Based on the HK$2.50 cancellation price, PBB would pay about HK$734.75mil, or approximately RM378.6mil, to acquire the remaining shares.
Upon completion of the exercise, PFHL will become a wholly-owned subsidiary of PBB and its shares will be delisted from HKSE.
The offer price represents a 61.29% premium to PFHL’s closing price of HK$1.55 on Aug 19, 2026, the last trading day before the announcement.
It also represents premiums of 78.57% and 81.16% over PFHL’s 30-day and 60-day average closing prices, respectively.
However, the offer price is at a 64.69% discount to PFHL’s unaudited consolidated net asset value of about HK$7.08 per share as at June 30, 2026.
“The proposals provide the scheme shareholders with an opportunity to realise their investment immediately at an attractive premium to the historical trading prices of the PFHL shares,” PBB said.
The lender also noted that the trading liquidity of PFHL shares has been relatively low.
During the 12-month period up to and including the last trading day, the average daily trading volume of PFHL shares represented approximately 0.027% of the total issued PFHL shares, with an average daily turnover of approximately HK$414,000.
“In these circumstances, a scheme shareholder wishing to dispose of a sizeable shareholding through the market may not be able to do so within a short period without potentially affecting the prevailing market price,” it added.
PBB said the proposed privatisation would simplify PFHL’s ownership structure and facilitate closer alignment and more efficient coordination between PFHL and the banking group.
The lender pointed out that taking PFHL private would also eliminate costs and administrative requirements associated with maintaining its listing, allowing resources to be focused more directly on its banking operations.
PFHL is principally involved in banking and financial services, stockbroking, investment property leasing, financing for purchasers of taxis and public light buses, as well as the trading and leasing of taxis.
For the six months ended June 30, 2026, PFHL had recorded an operating income of HK$692.22mil, as well as a net profit of HK$25.19mil.
“The proposals are expected to be earnings accretive and contribute positively to the future earnings and earnings per share of the PBB Group,” it said.
The exercise does not require approval from PBB shareholders but is subject to approvals from PFHL shareholders, the Supreme Court of Bermuda and HKSE, among other conditions.
The conditions must be fulfilled or, where applicable, waived by March 8, 2027, failing which the proposed privatisation will lapse.
Public Investment Bank Bhd has been appointed the Malaysian principal adviser, while Quam Capital Ltd is the Hong Kong financial adviser for the exercise.
