when all warrant holders convert, Dato Thong share % will remain below 33% so he does not need to do MGO.
However, even some do not convert ( which is very unlikely if Insas share price goes above say RM1.2), he can ask for exemption from SC. This is very commonly done and are invariably nearly always approve by SC if it is for the transparent benefit of public share holders.

Giving out special dividend like the one I suggest above will be very strategic in terms of of opportunity time window for Insas because it will ensure all shareholders of WB to convert their warrants as the expiry date is Feb 2020. It is an opportunity time window because if Insas gives the special dividend earlier, warrant share holders may not convert their warrants as the expiry date is still not yet due.
By rewarding share holders with 200m Inari shares, Insas will still own 400m Inari shares (13%)

If Insas were to raise cash (or realise investment profit) by selling 200m shares, the above sustainable business benefit for Insas would not be realised.

Above proposal is a win-win for all share holders. Major share holders will be the bigger winners because the Insas share price will rise to at least RM1.2 and even more in the longer term if Insas management can propose and implement a good forward business plan. Thank you. Mr. Tan

Conversion of warrants would only happen if share prices rise above conversion price of RM1.0 + some extra margin to cover downward price fluctuation risks (e.g. RM1.0+ 10%*RM1.0 = RM1.10) When the time to warrant expiry is so near, unless there is announcement of major positive corporate plan that benefits all shareholders.
An example would be announcement of an attractive special dividend of 300 Inari shares for every 1000 Insas shares with entitlement date set a few months after Feb 2020. This would boost Insas share price by about 0.3*RM1.8 = RM0.54 to about RM1.30 from current price of about RM0.83 and sustain the market share price comfortably beyond the entitlement date. Full conversion of 265m Insas WB means Insas will receive cash injection of RM265m. Major shareholders would receive sufficient 'cash equivalent' from the 1Inari for 3 Insas special dividend to carried out conversion of the WB they hold. Although Insas will distribute 200m Inari warrants to shareholders (30%*663m= 200m), Insas will receive a capital injection of RM265m from the full conversion of the outstanding 265m WB. Insas can then utilised the RM265m to expand existing or new business which can give ROE > 10% pa. In conjunction with plan to sell out business units which have been giving very low or negative ROE's, it will put Insas share price on the rising trend.

May be SSLee could bring forward this proposal in writing to Insas board on behalf of public shareholders before the AGM. Thank you in advance. Mr. Tan.

The price trend of warrant (value of warrant) as remaining expiry time gets shorter and shorter would most probably mirrors the real intention of the warrant holders. I think it is quite clear about the outcome.

Insas should sell businesses that have low ROE and those making loses (E.G. Melium, Car rental). This will release non performance capital & assets for (1) Dividends (2) expand capital base in business units which have high ROE so that (A) overall Insas ROE starts to glow to above 10 - 15 % p.a. and (B) Share holders are rewarded with higher and increasing dividends.
Once Insas put a forward plan like that, I think Insas share price will be on upward path fo > RM1.5/ share.

"For the 10 yrs insas equity has grown from rm 1.14 to rm 2.62 per share an amazing rate of return growth exceeding exceeding 12% pa loh...!!"
On above point, my calculation of the 10-yr compound growth rate of NTA is 8.7%p.a. only.
Insas T4Q EPS=11.8c on NTA RM2.62 per share gives a return of only 4.5% p.a.
DPS 2c /87c gives dividend yield of 2.3%. If the shr price rises to RM1, the div yield is only 2% p.a.

Adding to 1. Long historical track record of very mean to no reward to public shareholders.
Quotes from Warren Buffet
on Expectations: "Honesty is very expensive gift. Do not expect it from cheap people"
on Investment: "Do not put all eggs in one basket"
on Taking Risk: "Never test the depth of river with both the feet"

1. Long historical track record of very mean to no reward to public shareholders
2. 568m Insas-W 1999-2009 exPx RM1.2 were left to expire on 19.04.09.
3. Low ROE 4.7% and low ROA 4.5%. This is partly because they are giving out very little dividend and also not able to expand the business with higher returns.
4. Under Thong brothers 32.9% shareholding . Plus parties who will act in concert with them >50% shareholding. This extends to WB as well. They have their INSAS FORT fully protected. No one can attempt to make hostile takeover.
5. Base on above, absolutely no reason why Thong brothers want to inject RM88m of their own money into Insas especially when Insas does not need more money input.
6. What the Thong's and their associates might have just only a little to worry about is that in the next few months Insas share price rise to above RM1.0, and public exercise conversion of Insas-WB. I think they would very much want to see that Insas stays below RM1.0 until 25.02.2020. That will be to their advantage as they don't have to be concern about putting in their own money.
7. There is a much higher chance that if there is any excitement in Insas share price, it would be after 25.02.2020, after Insas-WB goes to become waste paper.

Some 5-10 years latter, I noticed that Berjaya Capital was a cash rich company with net cash of about RM2.5 - 3.0 per BCap share. Some years before that, BCap had sold Prudential Insurance for about RM790 m cash making B Cap a highly cash rich company. However, B Cap was always trading at about RM2.0/share. I thought it was an opportunity for me to get back the money I lost to VT from the SToto to BLeisure + Right issue share swapp game. I bought a lot of shares at around RM2.10/share and thought I should make my money back with good extra profit.
Guess what happen later? After holding for a few years, there was not much up or down movement which I could not understand. Then, BCap share price started drifting downwards. Luckily I cut lost at by selling at RM1.5. I think it went much lower than that later.
What came out latter was that BCap had loan all the RM800m cash to other TSVT companies and there were no collateral attached to the inter companies loan !! I had to admit that there are market sharks who were took advantage of the hard earn money of public investors and they were just too clever and dangerous for small shareholders.

Manny many years ago (early 90's) when I first started, I bought Sport Toto after reading investment books and observed that Sport Toto Berhad (predecessor of B Toto) was in an excellent business, highly profitable. A year later, TSVT took it private but did not reward the public share holders. They were given the holding company shares, B Leisure, plus right issues whereby public have to inject more or their hard earn money. B Leisure was TSVT holding company for many different companies. In other words, the "GEM" (highly profitable gambling business then) was swapped out with "stones" as replacement to the public shareholders and worst still they were asked for more money input through right issues. B Leisure was performing very poorly and I think I lost at least 60% of that investment.

After a couple of years,TSVT relisted the privatised S Toto as Berjaya Toto. In the above process, hundreds of millions were taken out from the public's hard earn money.

Some years latter, I noticed that Berjaya Capital was a cash rich company with cash of about RM2.5 per BCap share. Some years before that, BCap had sold Prudential Insurance for cash of about RM790 m. However, B Cap was always trading at about RM2.0/share. I thought it is an opportunity for me to get back the money I lost to TSVT from the SToto to BLeisure + Right issue swapp cheating game. I bought 20,000 or 30,000 shares at around RM2.10/share and thought I should make my money back with good extra profit.
Guess what happen later? After holding for a few years, there was not much up or down movement which I could not understand. Then, BCap share price started drifting downwards and I cut lost at by selling at RM1.5, I think.
What came out latter was, BCap had loan all the RM800m cash it had to other TSVT companies and there were no collateral ! I have to admit defeat and recognised that these heartless sharks are just too clever and dangerous for small shareholders.

Manny many years ago (early 90's) when I first started, I bought Sport Toto after reading investment books and observed that Sport Toto Berhad (predecessor of B Toto) is in an excellent business. After a year, TSVT took it private. Public share holders were given the holding company, B Leisure shares, plus right issues. B Leisure is TSVT holding company for many different companies (a little bit like Insas). In other words, the GEM was swapped out with stones as replacement to the public shareholders and worst still asked for more money input from the poor small shareholders through right issues. B Leisure performed very poorly and I think I lost at least 60% of that investment.

After a couple of years,TSVT relisted the privatised S Toto as Berjaya Toto.

Risk management: Investment courses / books always recommend the great importance of risk management with a balance portolio. A porfolio of 5 to 10 stocks is common for small to medium . For large investment 15 to 20 stocks. A particular stock should not normally have more than 25% of the profolio no matter how attracive.

https://www.theedgemarkets.com/article/thong-brothers-hold-big-chunk-insas-warrants-will-they-convert-them-raise-their-stake

Thong family & their associates already have around 55% insas shares. With a very secure position, it is more likely that they may not want others to exercise the warrants which would dilute their % holding. When share price rise above RM1.0, they would have to put in their money into the company- this is unlikely to be expected.
More likely to expect from in the next 2 quarters would be 'so so' financial results if not more disappointing results.

Consideration of possible unspoken philosophy/ belief of controlling business owners / management of a listed company may be helpful in knowing whether public share holders could benefit from the intrinsic business value. Good listed companies are those whereby the business onwers worked hard for and reward all shareholders.

The Thong family and their close associates have over the years built up to own more than 55% of Insas shares at very cheap cost by virtue of low share prices.

It is perhaps not uncommon for owners of some listed companies wanting to own up to 100%, if possible, whilst minimising their own money input. There are only two ways public investors/shareholders can benefit from a listed company, namely the share price and the dividends given out, both of which had not been realised in the long listing history of Insas.

The 5-year CAGR of Insas share is -7.7% p.a. (2014 share price was around 1.25). The full history (32years) CAGR is only 0.39% p.a. ! (Note: CAGR = cumulative average growth rate per annum in share price).
ROE and ROA are low at 5.5%, ROA 4.1%, in conjunction with very low dividend given out over the long history show poor management of the public equity.
A review of past annual reports show that 568 million Insas warrants (4/1999- 4/2009) expired on 26/4/2009. At time of expiry 4/2009, the major shareholders owned less % warrants than their % of mother shares which appeared to indicate that major shareholders sold some warrants before expiry, thus collecting money from the public in the open market.
If there is something to learn from history, my guess is that it would be very unlikely that major share holders would have any interest in exercising the 2015-2020 warrants (expires 25.02.20) they are holding now.
In view of the above, my guess is insas share price is unlikely to rise up to the warrant exercise price (RM1.0) before 26.02.20).