Some of you can write and invite COL to stand for election, Just nominate whom they want to delegate and get him or her to sign the necessary consent to act forms and declarations, and you can then nominate that person for election as per above rule. This is COL's website https://www.citlon.com/

Under a little known Section 7.28 of the Main Board listing rules, any member can nominate anyone to stand for election as a director of the company - 7.28 Notice of intention to appoint director
No person, not being a retiring director, shall be eligible for election to the office of director at any
general meeting unless a member intending to propose him for election has, at least 11 clear days
before the meeting, left at the registered office of the company a notice in writing duly signed by the
nominee, giving his consent to the nomination and signifying his candidature for the office, or the
intention of such member to propose him for election, provided that in the case of a person
recommended by the directors for election, 9 clear days’ notice only shall be necessary, and notice of
each and every candidature for election to the board of directors shall be served on the registered
holders of shares at least 7 days before the meeting at which the election is to take place.

The last time someone stood for election as a director without TTB's approval, the latter threw a tantrum and threatened to quit.

@Sslee, please check your i3 Messenger app for p.m.

Another value trap then!

Even if the MGO is triggered or he wants to take the company private, at this price level, how many shareholders would want to throw their shares to him?

@Sslee That's why I said company has corporate governance issue - possible conflict of interest.

Corporate governance and fiduciary duty means management must act in the interest of the company and shareholders. So which is the more compelling action, a rights issue or share buyback when the company is flushed with liquidity and the shares are trading at a deep discount?

$firehawk, please check your I3 messenger box for pm.

Insas market cap is more than 90% backed by cash and they want to do a rights issue?

$stockraider: I also have Insas, but instead of doing rights issue, they should be buying back share s instead, as my share buy back examples apply equally to it, except that the cash portion is much lower, but the effect on NTA is much higher because of the deeper discount. This is what I am complaining about. The company don't need the extra cash. Why do low margin risky money lender business when it can buy back shares at 30 sen to the ringgit?

@stockraider Insas has corporate governance issue. There is no actual need for fund raising through rights issue. It's a ploy for the controlling shareholders to accumulate warrants on the cheap, to replace the previous batch that expired out of the money. It is sitting on half a billion cash at the moment but not buying back shares at such deep discount.

Just a note, The above fund is now closed to new investors, so sorry, can't switch now.

I sold all my iCap shares in Nov 2012 at $2.35 and switched to Eastspring Investment Small Cap Fund on a dollar averaging basis. The total periodic returns is around +227%. Go to https://www.fundsupermart.com.my/fsmone/funds/fund-info/factsheet/MTPRUSC/Eastspring-Investments-Small-Cap-Fund#perform
Key in the starting and ending dates in the Fund Tool, Fund Returns section and it will generate the total returns, after adjustments for dividends, over the requested period.

@firehawk, Thanks. Facts and figures don't lie.

Remember that by implication, existing shares in the portfolio are considered better investments than all the other shares out there by the fund manager, that's why he is still keeping them. So buying more of them at a great discount should be a no-brainer for shareholders.

The latest quarterly accounts show a NAV of $2.86 per share, comprising $1.74 in bank deposits (ignoring cash on hand) and $1.12 other assets, mostly share investments. Market price is $1.94. If the company buy back one of its own share from the market for this price, it will get back $1.74 cash and $1.12 share investments, so net cash outflow is $1.94-$1.74=$0.20, and increase in share investments is $1.12, a 460% return on cash investment. With the $1.74 cash bought back, it can then buy around 0.9 shares from the market, getting the equivalent of 0.9x1.74=1.57 in cash and $1 in share investments. So after two rounds of share buybacks, net cash outflow is $1.94-$1.57=$0.37, and bought back $1.12+$1 = $2.12 in share investments. Wash, rinse and repeat the cycles.

Apparently, if TTB is no longer the fund manager, the company cannot continue to use the name iCapital.biz. He owns that name's IP. That's why he can treat it like he is the owner.

By staying in cash, the value fund manager is saying cash is the best investment I can think of at the moment, among all stocks out there. All this talk about waiting for the opportune time to buy is that of a market timer, not a value investor. A market timer has only a binary decision to make, is the market too high or too low, and whether he is right or wrong. If it is not the right time, then no need to screen through the thousands of companies and do all the fundamental analysis on value.

Cash is also an investment choice, because it has a rate of returns, so the company is fully invested at all times. It is like TTB making the argument that if the cash portion of the portfolio is excluded, his stock portfolio's performance would have been much higher. Why didn't he also not charge management fee on the cash portion, if that is not part of his investment portfolio?

JohnDough sounds like John Doe, the generic name given to unidentified dead bodies by the police departments

A better analogy would be how WB would feel if he found out who he has been spoken in the same breath with?

Stockraider, I agree with you, it is a lost cause trying to unconvince the already convinced. But along the way, maybe a few may be saved, haha. Twenty years ago, people think indexing is for dumb investors, now index fund growth is faster than active funds.

The cash portion, until deployed or liquidated, is an idle asset on the balance sheet, not earning any returns to investors at the current low interest rate, after paying the 1.5% management fee and taxation on the interest. This is the latest quarterly results:
Interest income 1760
Management fees & expenses (1738)
Taxation (357)
So shareholders get zero net returns on the cash portion of the portfolio. It is only assets for the manager's fee income, not shareholders. Nice to look at, that's all for the time being.

@Think carefully, yes, those who can't tell the difference when comparing the stock's historical performance against the KLCI, without taking into account the dividend yield of the latter. For marketing purpose, yes, but when pointed out, no answer. In terms of trust deficit, it is not the gross price discount to NAV that tells the true picture. Analysts would take out the cash portion, as cash can always be liquidated at par, and look at the discount to the share portfolio. Cash backing per share is around $1.82, share portfolio is (2.83 NAV-1.82 cash)=$1.01. Market valuation of the share portfolio is ($1.95 share price-$1.82 cash backing)=$0.13/$1.01=0.13 price/book value of portfolio.

As one foreign fund manager commented, the 'share owners' are like cult followers.

You don't need to be a good fund manager yourself, only need to choose a good one, failing which, just go indexing.

Take a look at the historical performance of this fund, 1000+% gains since inception https://www.eastspring.com/mydocs/fs/rtf_e001_fst_en.pdf

Years ago, there were 4 closed end funds in Singapore, each managed by one of the Big 4 banks. Even though not much can be said about the managers' performance, they all suffered from persistent price discount to NAV, and were regularly questioned by shareholders on how to narrow the discounts. Unable to correct this, DBS and OCBC threw in the towel and liquidated their funds and returned the money to shareholders without the discount. Overseas Union Securities, managed by OUB, merged with United International Securities, managed by UOB, when the two banks merged. Laxey Partners then came in and pursued the discount question doggedly over a number of years until finally, UOB also gave up the fight and also liquidated. Since then, there are no more CEFs in Singapore. CEF is an endangered specie here.

I have looked at the AGM voting results. Other than the 4% opposing votes which I think is by a foreign fund, only around 2% of the balance 50% shareholders out there voted against the related party transaction resolution. If only another 2% bothered to vote, that resolution could have been blocked, as Melewar's block is prevented from voting, being a related party. All this talk about doing something about it, what happened?

By hook or by crook, they are going take away your cash. If you are minority shareholders, too bad!

The money earmarked for dividend will be used to pay for the investments whose approval is being sought at the EGM. So if approved, there goes the dividend.

Sure, sometrhing is on the plate of TY, buying a bunch of businesses with uncertain prospects and using up the surplus cash that can be returned to shareholders. Read the latest company annoncement.

Bought only for 1 day and then stopped. Just for show?

Just announced shares buyback. First time sice 2016.

All recent deals with the exception of one were deemed not fair. The recent failures of MAA and Yee Lee may be an indication that the days major shareholders can ride roughshod over minorities are over. Independent Advisors should do a better job than simply repeating the same 'not fair but reasonable' recommendations to earn their fees.

Singapore to require delisting offers to be fair and reasonable, no more low ball unfair offers https://www.theedgesingapore.com/issues/management-corporate-governance/sgx-removes-10-block-voluntary-delisting-resolution-requires?utm_source=Singapore+Market+Report&utm_campaign=092ca4c25d-EMAIL_CAMPAIGN_2019_07_11_10_54&utm_medium=email&utm_term=0_46b7beec93-092ca4c25d-87394229&mc_cid=092ca4c25d&mc_eid=e4ded14b70

See what a minority shareholder wrote about the failed IndoAgri privatisation offer in Singapore recently https://www.theedgesingapore.com/views/management-corporate-governance/why-indoagris-recommending-directors-should-resign-0?utm_source=Singapore+Market+Report&utm_campaign=fa1ab53262-EMAIL_CAMPAIGN_2019_07_01_01_11&utm_medium=email&utm_term=0_46b7beec93-fa1ab53262-87394229&mc_cid=fa1ab53262&mc_eid=e4ded14b70

There has been no recent company's shares buy backs, as otherwise would need to be announced immediately.

TY may not be allowed to put in another attempt within one year, but there is nothing to stop some other shareholders to gang up and send in a similar proposal for a SCR to the board, at a higher price, and the board is obligated to do the same thing and put it for consideration by the members. Even though TY can veto the proposal with his holdings, it will show how easy it is to try to rob the outside shareholders using the company's resources and assets, with the connivance of the compliant board. If the board were to have asked for better offers, any shareholder could have done the same thing with a higher offer, after all, the cash is all there inside the company, it is only a matter of how greedy the offeror is.
Talking about a fair price, it is the price at which the buyer is also prepared to sell his shares, being both a willing buyer and a willing seller. If the offeror is also prepared to sell his shares at the same price to any counter bidder, this will set the precedent for what is a fair and reasonable offer and put an end to all these unfair but reasonable nonsense.

Yes, liquidation needs 75%, but control of the board needs only 50%+1 share.

The voting today indicated that there is more than 10% of shareholders opposed to the SCR. The same 10% can requisite for an EGM to consider, for example, a change of directors, a special dividend, a liquidation of the company etc. It is then up to shareholders to decide on their fate and for the company to argue for or against. Minorities is a misnomer in this case, officially, management is the minority, outside shareholders are the majority.

Directors' fees are listed in page 44 of the 2018 annual report. Resolutions to approve payment are item 2 and 3 of the AGM meeting agenda. Where is the approval resolution for TY's fee?

And you have the controlling shareholder running a public company like his own, paying director fees to himself without shareholders approval, in complete disregard of laws designed to protect minority shareholders. With half a dozen accountants and auditors on the board, they cannot plead ignorance of the law, which treats this transgression serious enough to impose a fine of up to $3 million, not your ordinary a slap on the wrist kind of conviction.

For the past 3 financial years 2016,2017.2018, the company has been paying some fees to the executive directors, along with fees to the non-executive directors, but in the AGM for these 3 years, the payments made to the executive directors were not put up as resolutions to be voted on by members at general meetings, as required by the old and new Companies Act, but payments to the non-executive directors were put up for approval. This is one of the most basic legal compliance required by listed companies under Section 230 (1) of the Act, with a possible fine not exceeding $3 million upon conviction. One of the duties of the INED is to ensure that the company is in compliance with all the basic legal requirements and corporate governance and this is gross incompetence to let this lapse put the company in jeopardy of a hefty fine. Who is going to pay for this? Minority shareholders should ask the board to indemnify the company against any financial loss arising from this. They should also vote against the payment of fees to the non-executive directors for their gross dereliction of duties. If this get reported, the Bursa should also look into this and at the very least, issue a public reprimand to the directors, if not a fine too.

Linda77, I may be a new shareholder of MAA, but you can see that I have been attending AGM's since at least 1990 on record,speaking out for the minorities..
https://1drv.ms/b/s!AgLvGZpm89YskkNgJeCc4HRt8nut
https://1drv.ms/b/s!AgLvGZpm89YskkTqZuPiEIdww_O1

The normal role of the Board of Directors of a company is that of custodian/trustee to look after the interests of the shareholders by ensuring that the company is managed under best business practices. In the event of a takeover offer, its role changes to that of securing the best exit value for the shareholders and in the case of a MBO/SCR offer, this falls onto the lap of the independent directors, as the executive directors are conflicted. Failure to consider other possible better alternatives would be a breach of their fiduciary duties. So the question to ask the independent directors at the meeting is: Did they do so? This should be recorded in the minutes of the board meetings considering the SCR offer. In corporate governance for American companies, this is referred to as the Revlon Rule. https://corporatefinanceinstitute.com/resources/knowledge/deals/revlon-rule/

Those who are scared the share price may collapse back to the previous levels if the SCR is rejected, here is the chance to get out without too big a loss from the $1.10 offer, which may not be forthcoming. The position and strength of the opposition is very clear.

This is the creep rule:
Triggering a Mandatory Offer (“MO”): creeping provision and netting off

As before, a MO shall apply where the acquirer has obtained control in a company or where the acquirer has triggered the creeping threshold. An offeror triggers the creeping threshold by acquiring more than 2% of the voting rights of a target in any period of six months where the offeror’s holding was more than 33% but less than 50% of the voting rights in the target.

If share price drops back to previous level after the failed SCR, Melewar cannot buy aggressively in the market being subject to the creep rule, but you all can. So they become sitting duck while sitting on all the cash, attracting vulture investors.