It is a typical sales negotiation technique. They surely have reserves to up the offer price to RM1.40, and hopefully RM1.70 even...book value already RM1.90-RM2.00
ok... i think the very few here so far already hold half the shares to block the deal (with my estimated calculations). The scheme can go through only if dissenters do not make up more than 10 per cent of the votes (of shares TY does NOT own).
MAAG Shares held by TY = 105 777 084 (38.67%) * Cannot vote in the proposals. MAAG Shares not held by TY = 167 740 668 (61.33%) 10% of shares NOT held by TY = 16,774,066
The magic number is : 16774066 16774066 shares enough to block the offer.
walau markus, where u get the figures? u sure anot.
Anyway look at it this way. Currently cash per share is at 0.92 sen. Using the cash from the company (251 million) for the SCR (Rm185 mil) still leaves them plenty of cash. Essentially they dont even have to fork any money out from their own pocket.
BALVIN 71 we not sell at RM1.10 per share and me and all my friends in KL and some friends from outstation together own 5.26 mill shares and we decided to wait for better price
Non-entitled Shareholders (NES) shares = 105,777,084 Cash = 251,133,000 SCR payment = 184,514,735 Cash Balance post SCR = 66,618,265 Total equity attributable to the owners of the company post SCR = 345,922,265
NAPS post SCR = 345,922,265 / 105,777,084 = 3.27
POST SCR = by reducing cash per share from 0.92 sen to 0.63 sen, they effectively push their NAPS from 1.94 to 3.27. By reducing their cash per share worth RM 30,675,354, they effectively gained RM 140,683,521 worth of assets!
Finally, again, all these without having to technically reach into their own personal accounts to pay for it. All they have to do is to pay through the cash withheld in this company.
"The funding for the SCR will be from MAA Group’s own funds." That means shareholders who accepted the offer not only got less than the money sitting in the bank that was due to them - they got nothing for other assets. This is clearly detriment of minority shareholders. This will be LAST resort. I repeat, LAST resort. To seek court intervention or relief.
A variety of maneuvers may be considered squeeze-out tactics, such as refusal to declare dividends and lately abnormal selling pressure to depress the share prices to make as if the offer price looks attractive. Securities Commission must look into this squeeze out action taken by the major shareholder that put pressures on minority shareholders to sell their stakes in the company.
For now, i urge you guys write to the Minority Shareholders Watch Group (MSWG) . : http://www.mswg.org.my/complaint Hopefully they will put some road blocks after getting many complaints.
I am not sure if this blatant and unfair SCR offer can be brought to the attention of SC and MACC on the ground of oppression of minority shareholders' right and abuse of power as the offerors of the SCR. Not familiar with this. Hope someone can advise.
Anyway i think we will have enough power to block the deal. The magic number is : 16774066 16774066 shares enough to block the offer. Total so far that will vote AGAINST = 9565800
Take-overs in Malaysia are primarily governed by the Capital Markets and Services Act 2007, the new Malaysian Code on Take-Overs and Mergers 2016 and the Rules on Take-Overs, Mergers and Compulsory Acquisitions 2016. Whatever decisions SC made is bound to those .
have expected major shareholder was planning to take the company private when they aggressive suppress the share price have made noise to the company directors and SC.Even file a complaint to SC until today they only reply with no conclusive anything yet.That was last year.
I think as a minorities shareholder it always been bully get manipulated by major shareholder when ever they want to company private when the asset is very high compare with share price.I was manipulate so many time.Recently Daimai.
Since the board of directors not yet decide on the proposal and have appointed Affin Hwang as advisor, means the BOD not yet accept the offer. What we can do is voice out our discontent as loud as possible to make the whole world know. Then the investment bank will not simply put a low figure. If the figure submit to BOD is higher than RM1. 10, BOD cant play to say accept the offer price.
Refer to the “SCR Offer Letter” from Melewar Acquisitions Limited and Melewar Equities (BVI) Ltd dated 27 Feb 2019 ( http://www.bursamalaysia.com/market/listed-companies/company-announcements/6077553 ) , the offer means shareholders who accepted the offer not only got less than the money sitting in the bank of the company that was due to them - they got NOTHING for other assets. This is clearly detriment of minority shareholders.
Also, a variety of maneuvers may be considered or constitutes squeeze-out tactics, such as refusal/hold back to declare dividends (despite announcing in the company previous reports that they intent to declare dividends) ** and lately abnormality in selling pressure to depress the share prices to make as if the offer price looks attractive were being deployed. Securities Commission and MSWG should look into this squeeze out action taken by the major shareholder that put pressures on minority shareholders to sell their stakes in the company at at unfair price.
In more fairer markets such as the US, UK, news of a takeover is literally means bidders tend to offer a huge premium over the remaining share price to buy them out. Not here in Malaysia, though. Time and time again, complaints have surfaced that when it comes to a particular type of takeover - majority shareholders buying out the remaining shareholders to take the company private - smaller shareholders are often colluded to sell their shares at unfair prices. It's time MSWG wake up and protect the interest of the minority. Stop making Malaysia a fertile land for the riches to keep taking advantage and squeeze out the minority. It is very disheartening to keep seeing the big bullying the small. Controlling shareholders should stop oppressing or unfairly treat the minority shareholders.
At the very heart of this oppression is the question of unfairness.
** Refer to MAAG Announcement dated 3 April 2018 in attachment ; page 4 Paragraph (g) The Company had utilised RM8.21 million for the payment of dividends for the FYE 2017. The Board intends to utilise approximately RM32.82 million for the payment of dividends to its shareholders for the FYE 2018 and FYE 2019 respectively. http://www.bursamalaysia.com/market/listed-companies/company-announcements/5745025
I feel you, Markus. The points you stress to MSWG is the pain of most minority. But the biggest bulliest is PNB, the gov own investment body. See recently how they squeeze share price in RI in MNRB and SAPNRG.
Lets look at it again. Prior to material announcement price was at 0.60. If any of us were to liquidate the share, we will only get 0.60 per share.
Now if SCR were to go through:
Cash balance post SCR = 66,618,265 Non-entitled Shareholders (NES) shares = 105,777,084 Cash per share post SCR = 66,618,265 / 105,777,084 = 0.63 per share
Meaning to say, post SCR if NES were to liquidate their company they will definitely get at least 0.63 sen for every share they hold. Since cash is liquid anyway.
But hold on, not will NES just get 0.63 sen for every share they hold. They also get ALL the ASSETS which amounts to ---> Total equity attributable to the owners of the company post SCR = 345,922,265.
Through this exercise they get to retain their value of share (in fact 0.63 sen per share is 3 sen higher than last trading price of 0.60 prior to announcement) but also get the NET ASSETS (WORTH RM 345,922,265) FOR FREE!
If the market now price it at RM1.50, the independent advisor will reject the deal, because it is better of dispose in the market. So if the owner desperate (which they are, given how much they spend on advisors), they will up the offer again.
Yes, I agree with all the comments above. RM1.10 is too low of an offer. Maybe it is a game, later independent say offer too low and than increase a bit to make people happy. Hahaha
After many years in PN17 with no new core business in sight. Only now privatise. Maybe TY take MAA private first, than later re-list and make millions more with a new core business. Minority shareholders always get screwed!!
1. The deal got rejected - The owner will up the offer to RM1.30 or RM1.40
2. The deal got approved - You will get RM1.10 in 2-3 months time, hence at the current price of RM1.02, there is 7-8% gain (even net off bank interest rate of 4%, there are still 3% free lunch) on the table for grab.
Either way, there is still room to go, why dropping your shares now?
Also, we only need 16,774,069 shares (or 6.1% shares) to block this transaction. A simple look up at the annual report:
Offerors: 105,777,084 or 38.67% Top 4 - Top 30: 60,394,921 or 22.08% Below Top 30: 107,345,747 or 39.25%
Also, the size of holding is as follows: Holding below 1 million shares: 58,479,527 or 21.38% Holding more than 1 million shares: 109,261,141 or 39.95% Offerors: 105,777,084 or 38.67%
Look at the numbers above, 6.1% of shares are very achievable. Just those sleeping shareholders (or those who forgotten above it) add up will be close to that magic 6.1%. Or, the easiest way, we only need 6 of the Top 30 shareholders voting to block the deal.
In short, a few shareholders can hold them greenmail (ransom) already. For small shareholders like us, just hold on to it for greater profit.
If this is US market, a hedge fund will sapu the shares, and work with a few shareholders to force the owner to up their offer already.
@twh888 if deal blocked then the NES will end up having to buy at market rate using their own money.
If not, then back to square 1, NES just sit and wait and they will not have access to the company's cash. If they want cash, then they have to sell their shares to the market.
However as explained earlier, if the SCR goes through, they will have access to the 60 over mil cash int he company + assets. If they sell all their shares at 0.60 (provided got liquidity to absorb their amount), they will also be able to raise 60 over mil in cash, but left without any of the company's asset.
This book is the result of the author's many years of experience and observation throughout his 26 years in the stockbroking industry. It was written for general public to learn to invest based on facts and not on fantasies or hearsay....
apolloang
18,163 posts
Posted by apolloang > 2019-02-28 11:16 | Report Abuse
wait until like prkcorp? hahaha