GHL System IA report also out today.
In assessing the fairness of the Offer, Affin Hwang IB has adopted the EV/EBITDA method as the most appropriate valuation method to evaluate the fairness of the Offer. Based on the EV/EBITDA method, the estimated equity value of GHL is approximately RM966.61 million which translates to approximately RM0.85 per GHL Share. The Offer Price of RM1.08 is higher than the implied value per GHL Share using EV/EBITDA method representing a premium of RM0.23 or 27.06% to the estimated equity value per GHL Share of RM0.85. In addition, based on the Offer Price and NA per GHL Share of RM0.48 from the audited consolidated financial statements of GHL for the FYE 31 December 2023, the implied PBR of approximately 2.25 times indicates that the Offer Price is 2.25 times higher than the NA per GHL Share.

It appear to me there is quite some room for Independent Advisor (IA) to argue if the SCR is fair or reasonable taking into consideration of wide ranging issues, historical and prospective. There is no one standard.
For examples,
IA used purely RNAV (real net asset value) in assessing the fairness in the case of Bplant
IA used purely DCF method in assessing the fairness in the case of IJM Plant.
IA used SOPV which make up of a combination NA and DCF methods for different segment in assessing the fairness in the case of Ranhill.

Even for reasonableness, IA may also take into account other factors including prospective factors in addition to historical share price and trading volume .

It's up to what to be achieved.

This is just my observation in a few previous takeover offer I have gone thru'.

@kayaToast, irrespective of what the Independent advisor said about MPHB capital , ultimately the vote to be casted decides the fate. In this regards, the dissatisfied minority must take the trouble to register and vote during EGM.

@YouWin, it is fair for SSLee to "sound the alarm bell" to minority of MPHB capital. The share price can go either way if the SCR failed. However, too alarming and too frequently the bell being sounded may not serve the best interest of the minority shareholders.
The final outcome of the SCR can go many possible ways too -eg SCR got thru at $1.70 or SCR failed or offered price revised before EGM or next SCR attempt at price satisfying the dissatisfied one like me etc.
So, minority shareholders must think what works best for him/her INDIVIDUALLY and take appropriate action.
From my personal experience, conviction and patience usually pay off most of the time . The very volatile and uncertain situation during MMC and Bplant privatisation process didn't scare me . The outcome finally come up very well for me .
I hope i have made a fair comment.

Anyone has good contact with the major newspaper for us to gain wider exposure in the main media? Pls provide is you have .
I have been trying to reach to The Edge writer on the recent article on MPHB by Ms Jenny Ng but she has yet to respond after 3 days.

@ Endgame, every dissatisfied minority and any amount of share help.
Myself and my group of friends is prepared to go very far to challenge the unfair and unreasonable attempt takeover.

Contentious issues on Properties Valuation

In my opinion, UOB KH, the independent advisor (AI), is having tough job to describe the $1.70 SCR offer as "reasonable" in the AI's report. Mind you that the AI report must first be approved by Securities Commission (SC) before it can be tabled.
The valuation for corporate exercise must be on the basis of Net Realisable value (NRV) , NOT book value (BV). SC must be satisfied that the NRV is done diligently and professionally (In this regards, our engagement with SC as soon as possible is important)

We have records that UOBKH's sum-of-the-parts (SOTP) valuation for MPHB capital in 2014 at $3.36/share. The the valuation in 2014 was based on following assumptions :
1. MPIB, the insurance unit valued at $0.94-0.98/share.
MPIB was finally sold in 2 tranches for about $868mil or $1.21/share of MPHB capital.
ie $0.23/share higher than UOBKH's valuation.
2. In 2014, UOBKH cited that the Pengerang land compulsory acquisition by state government in 2012 at $0.93 psf was well below the valuation of many transaction in adjacent area. Yet the BV as at 31/12/2023 for the remaining 1,663.4 acres of land is $0.81 ie 13% below the compulsory acquisition price 12 years ago . The land was undeveloped, poor accessibility 12 years ago. What is the NRV today with considerable development , good infrastructure and earmarked for Johor-Spore SEZ ? $10 psf, $20 psf or $50 psf ? Any NRV numbers are simply multiple fold higher than BV.
3. Ampang parcel of land (Flamingo by the lake and the commercial complex) which is 5+ km away from KLCC. In 2014, The Edge reported that Desmond Lim was interested to buy the site for an estimated $500 mil. Total land size is 2.71 acres + 12.04 acres = 14.75 acres. UOB KH only considered $250m in the 2014's SOTP valuation . UOBKH opined that if the redevelopment of these land is properly structured, the value of this property could exceed RM500 mil
BV of this 14.75 acres combined is merely about $58 mil, a small fraction of potential NRV.
4. Land is KL/Imbi - in 2014 , UOB cited in their report the market price was ABOVE $2,500 psf . However, for SOTP valuation, only $2,000 psf is considered. BV for the 4.89 acres of KL prime land is $1,394 psf. I wonder if anyone can provide evidence of actual transactions at this vicinity below $3,000 psf in the last few years!!

I don't need to go further with the NRV of prime land in Rawang (152.4 acres, BV $19.3 psf), Setapak (324 acres, BV $9.73psf !), Telok Tempoyak , few KM from bayan Lepas (83.1 acre, BV $22.44psf).

In other words, UOBKH SOTP valuation in 2014 at $3.36/share was already very conservative. NRV today could be anything between 2-4 times higher than $3.36.

Has anything change in the characteristic of the land or in the property market that may have resulted the NRV plummented ???

In the meeting with MSWG, i have presented a list of 33 shareholders who have given me mandate to voice similar position.
Meeting with CEO MSWG covered the following topics :
1. Our position with respect to the proposed SCR i.e. not opposing the SCR but opposing the unfair and unreasonable offer price.
2. presented historical facts, figures and development in the company since inception in 2013 to support our position.
3. Requested MSWG to immediately engage the BOD, offerer and all stakeholders with the hope of reaching a somewhat "palatable" price level. As basis of negotiation - $2.40/share (per BV) and it is still very much below the NRV of the assets.
4. Discussed at length on the contentious issue of properties valuation in the book which have been stated as up-to-date valuation in the yearly annual report. There is issue of misrepresentation in annual report on the valuation claimed to be updated to very current date to be dealt with. (i will write about the misrepresentation in AR in a separate posting)
5. Discussed the rules and regulations governing SCR .
6. Explore further involvement of other regulatory authorities such as Security Commission, court etc. . I will am pursuing these options.
7. Various irregularities and deficiencies in virtual meeting, my personal experience.

MSWG agrees to dig deeper into the issue raised and write to the company and/or offeror. Let's give MSWG a bit of space to do their work. More minority support to MSWG is welcome to motivate MSWG in this pursuit. I urge more dissatisfied minority to approach MSWG directly and provide them useful information to facilitate their work.

I shall update you guys tomorrow the outcome of my discussion with MSWG.
There are other valuable information to share too.
Meanwhile, stay calm. With cool head, you shall make better decision for yourself.

@TheContrarian,
Anyone thinks the price is going to fall can opt to cash out now! Afterall, it is only 10sen or 5.8% difference from the SCR offer. Individual investor is absolutely free to made own decision.
Why you think it is a bleeding situation?
—————


TheContrarian wrote :
Time extension will bleed the minority shareholders.

@speakup, Endgame trying to say SRC is accepted by him or her . Hahaha…

@ TheContrarian, I do understand that . I just want to bring up the level of minority activism in spore.

OCBC only secured 0.3% shares at the closed of the takeover offer . Great Eastern share price this morning after the news of failed takeover and threat of delisting still stay at SGD25.65 as opposed to takeover offer price of SGD25.60. Kudos to minority shareholder of GE! Something for us to emulate.

https://newswav.com/A2406_UpL4Hs?s=A_rPEpn4k&language=en

@ ajleat
@glxlonline88
@Simmer
@Opportunate
@Kaya Toast
@Silemak,
I kindly request you to send a short email to MSWG at
complain@MSWG.org.my (for attention of Rita) expressing your unhappiness on the SCR offer.
In your email , I guess it is good to provide your actual name and shareholding to MSWG .
I have with me 15 others shareholders , people whom I personally know , given me mandates to represent their similar view to be conveyed to MSWG.
I encourage any other minority shareholder who are not happy with the offer price to do the by writing to MSWG directly.

https://newswav.com/A2406_ya6sER?s=A_kpZoYq9&language=en

I hope MSWG can emulate SIAS

Hi ajkeat, thanks for your kind words. I have just returned from Europe last 3 days and now coping with bad jet lag.
I have secured a meeting with CEO of MSWG early next week to explore what can come out … . Will update .

Plantations can be potentially significant renewable energy players in mid to long to long term . Palm oil wastes to energy, vast landbank for solar energy, CPO for biodiesel etc ,

Plantations can be potentially significant renewable energy players in mid to long term . Palm oil wastes to energy, vast landbank for solar energy, CPO for biodiesel etc ,

Hi ajkeat,
I have never study this company before and hence my information is very general. I had one encounter with the major shareholder many years ago and find him a genuine businessman.
This company’s core business is chemical trading in Malaysia and Vietnam. I think the trading business in Vietnam is potential positive . Like most trading, it is highly competitive business and margin is usually thin . You may check from bursa website for their normal years profit . I think they pay consistent dividends. Dividend yield of about 5% can be expected. I don’t know if there is any new venture or corporate activity that can drive the share price significantly higher from present level.
—————-
ajkeat wrote
@johnzhang,Hi John,if you are free,perhaps can give me advice on Samchem,got some news that this counter got future potential,worth to invest on short to medium term, no obligation

Kaya Toast, don’t say that . Appreciate your contribution .

To gauge dissatisfied minorities shareholding:
Johnzhang group : 21 m
ajleat : 1 m
glxlonline88. : 0.5 m
Simmer. ; 0.92 m
Opportunate : 2 + m
Kaya Toast ?
Silemak. : 160k

Total so far 25.58 m .
Hoping more will join to reach 40 mil !
Pls provide your shareholding if you can and your true identify is not revealed here .
There are many silent Minority out there !

Thanks Silemak and opportunate for being open to your shareholding. Try to rope in more minorities to participate.

I will share the full UOB KH analyst report once obtained.

Back in 2014, UOB KH said :
Maintain Buy. Our target price is RM2.69, based on a 20% discount to our sum-of-parts valuation of RM3.36 a share,” it said.

MPHB Capital a deep value stock
- 11 Aug, 2014
Source: The Star Online

KUALA LUMPUR: UOB Kay Hian Malaysia Research views MPHB Capital Bhd as a deep value stock set poised to benefit from the development of its under-appreciated landbank in the Klang Valley and Johor.

It said on Monday MPHB is a general insurance underwriter and is involved in property investments, with two hotels under the Flamingo brand.

The research house said MPHB’s proposed sale of a stake in its insurance subsidiary, Multi-Purpose Insurans (MPIB), could create opportunity for a significant capital management as early as 2015.

“We estimate MPIB would boost its cash level to RM540mil, if it is successful in the partial stake sale. MPHB has the option to pare down its stake further by as early as 2H15 to a minority stake, which paves the way for it to reward shareholders via capital management,” it said.

UOB Kay Hian Malaysia Research noted that this year, MPHB was unable to declare dividends despite having an estimated unencumbered cash of 36 sen a share due to contingent capital required under the Financial Services Act (FSA) which governs MPIB and its holding company.

On the proposed sale of MPIB, it said the long anticipated sale to a foreign multinational insurer was highly positive not only in providing synergistic benefits, but also opened the door for future capital management over the longer term.

“While this positive announcement has been largely discounted by the stock's 48% year-to-date advance, we expect MPHB to deliver more upside in the longer term, particularly in 2015 when more catalysts emerge.

“Maintain Buy. Our target price is RM2.69, based on a 20% discount to our sum-of-parts valuation of RM3.36 a share,” it said.

Last Friday, MPHB Capital announced it had submitted an application to Bank Negara Malaysia (BNM) to seek approval to sell a stake in MPIB, the granting of options to dispose/acquire equity interest in MPIB and the entry into definitive agreements for the above transactions with an interested party.

To recap, BNM allowed MPHB Capital to start preliminary negotiations with an interested party on selling a minority equity interest in MPIB in January 2014 and approved MPHB to grant the said interested party a call option to acquire an additional equity interest in MPIB in May 2014.

If the interested party exercises the call option, it may result in a possible disposal of a majority equity interest in MPIB, said UOB Kay Hian Research.

UOB KH had an in-depth cover on Mphb capital before . Let’s see what they will say this time .

Maybank IB wishes to announce that, in accordance with paragraph 3.06 of the Rules on Take-overs, Mergers and Compulsory Acquisitions, the Board (save for the interested Directors, namely Tan Sri Dato’ Surin Upatkoon and Ivevei Upatkoon (collectively, “Interested Directors”) has appointed UOB Kay Hian Securities (M) Sdn Bhd to act as the Independent Adviser to provide comments, opinions, information and recommendation to the Board (save for the Interested Directors) and the disinterested shareholders of MPHB in respect of the Proposed SCR.

Poor minority investor like many of us can only stay in Bursa and try to find ways to get slightly fairer deal .
Some RICH investor can go round the world market to buy stocks all over.
Hahaha….😂

@dompeilee, I think people should not just give up trying just because you had a bitter experience.

To gauge dissatisfied minorities shareholding:
Johnzhang group : 21m
ajleat : 1 m
glxlonline88. : 0.5 m
Simmer. ; 0.92 m
Opportunate ; a couple of million ( can you indicate the number ?)
Kaya Toast ?
Silemak?
Pls provide numbers only if you feel comfortable . Anyway , your true identify is not revealed here .
There are many silent Minority out there !
.

@TheContrarian, thank for your suggestion. I think it is unfair to ask anyone to place trust on a stranger like me especially when it involves providing actual name and shareholding which will eventually needed to present our case to the offerer. For this reason, I am requesting MWSG to play this central role . I suppose all dissatisfied shareholders have no problem to provide such private information DIRECTLY to MSWG. Hope I can get thru’ this with MSWG. Things may move faster upon my return from Europe on 18th June . We will have sufficient time to do the necessary.

Any other dissatisfied minority shareholder who is interested to participate may indicate they shareholding here like some have done so . Do not reveal your actual identity here . From here I can tabulate the rough numbers to know how far we can go .

@gixlonline88
@Bimmer,
Thanks for your support. I have started initial conversation with MWSG on our plight and informed them that many dissatisfied minorities including myself need a neutral platform to facilitate a unified communication with the Board and Offerer on our stand (ultimately for an improved price). If MWSG , a neutral organization, can agree to it , most minorities will have no problem to declare actual name and actual shareholding as these information is needed in the presentation to the offerer.
Just hang on there until you hear further from me . We will have enough time to act after knowing what the Board decides on the SCR proposal on the table .

Some may cut his nose to spite his face . Surin will certainly not that type of personality !

I certainly share ajkeat’s view that MpHB is not MAA. We must shake off MAA ghost or any other ghost to haunt us throughout our investing life .
There are success stories out there where minorities get improved deal after putting up a fight .

ajkeat is right not to expose personal contact details in public forum. That’s the reason some of us working now to rope in MSWG , to be the facilitator in furthering our fight for improved SCR price . Some may have reservation if we will succeed, but it is unwise to be defeated without even putting up a fight. That’s how minorities have been taken for an easy ride all these years .

@ajkeat, yes , any number of minority and their share holdings is important to join force in order to get a fairer deal . As the day go by ,more minorities will join our mission.
I am , like Kaya Toast, is in talking to MSWG on our plight and requesting MSWG to champion our course. Will update all when something develops…

https://property.enanyang.my/%e8%b6%8b%e5%8a%bf/%e8%be%b9%e4%bd%b3%e5%85%b0%e6%88%96%e6%88%90%e7%8b%ae%e5%9f%8e%e6%b2%b9%e4%bc%81%e5%90%8e%e6%96%b9%e5%9f%ba%e5%9c%b0/?fbclid=IwZXh0bgNhZW0CMTEAAR3HZMvUNLqT9-Wr5i668aqOKTUUYHhKF6GyGzY-9kFy3EFr0Lkpi0xVavw_aem_AcBHgOs6ihD-u-q5zg_yXj_4ucKFwfkci6eh8GIl2gvUpBXt3bxCR4e8ZYUrVh6eI_Xuskgdl4vDGN89uArcpSMT

Good news from Khatulistiwa1.
More so , minorities must stand united .

Hi Opportunate , would appreciate if you are kind to share the 2 technology counters you mentioned.
—————
Opportune wrote :
Mphb not my major holding so far. Won't be investing in any counter related to Surin in the future.
My investment focus more on technology stocks.
The company majorshareholders someone I knew in person , very humble and responsible person. One in top 50 richest list in Malaysia. Another one on the rise with new factory expansion. I have high hope on them due to their personality

Malaysia 1-31 May vs 1-30 Apr palm oil export (in mt):

*AmSpec: 1,404,719 vs 1,144,100 (+260,619 or up 22.78%)*

ITS: 1,481,916 vs 1,213,525 (+268,391 or up 22.12%)

Malaysia 1-31 May vs 1-30 Apr palm oil export (in mt):

*AmSpec: 1,404,719 vs 1,144,100 (+260,619 or up 22.78%)*

ITS: 1,481,916 vs 1,213,525 (+268,391 or up 22.12%)

Malaysia 1-31 May vs 1-30 Apr palm oil export (in mt):

*AmSpec: 1,404,719 vs 1,144,100 (+260,619 or up 22.78%)*

ITS: 1,481,916 vs 1,213,525 (+268,391 or up 22.12%)

https://newswav.com/A2405_AC1oiU?s=A_9iORTGF&language=en

https://newswav.com/A2405_AC1oiU?s=A_9iORTGF&language=en

@Thecontrarian, I am just very pissed off .

TheContrarian wrote ,
@John, need to be diplomatic to engage Surin.

latest BS 31/3/2024,
The cash+ near cash assets in the company are as below ;
1. Investment securities (non current) $47.7m
2. Investment securities (current) $591.4m
3. Net receivable (after payables)$94.9m
4.cash in bank $66.3m
Total 1+2+3+4 =$778.7m

Total disinterested shares 399,670,907 .
At $1.70 , the payout is $679.4m only !

The balance after SRC payout is $778.7 m - $679.4m=$99.3 m.

The lands in Pegerang, KL, sgor and Penang worths $billion .

Hi Opportunate ,

My group own about 21 mil shares . With your couple of million shares , we may just need 10+ million shares from others to frustrate guy ! We will have enough support!

I think all of us have no objections to the privatization if the price is palatable. Afterall, there is so much on the plate to share ! No respect for that S guy at all. He is already one of the richest man in Malaysia and yet trying to take poor minority for a ride !
————————

Opportunate wrote:
We have a couple of millions of shares in hand and we decided not to sell at open market and will vote against the resolution during EGM unless the offer price revise to min RM2

CPO is over $4,000 again ! Without extraordinary losses, predominantly upstream plantation should do very well this year .
I am back to plantation sector in a big way …

CPO is over $4,000 again ! Without extraordinary losses, predominantly upstream plantation should do very well this year .
I am back to plantation in a big way …