We are keenly monitoring the next course of actions by the Board and Company on the proposal by the majority shareholders and the upcoming EGM.
At the moment, the Board has engaged an adviser and Independent Adviser (ID) to look in the matter as per the Company’s announcement dated 27th Feb 2019 . We await the recommendation of the Board and the advice from the ID. The above case is under our monitoring. Attached our newsletter highlighting the offer.
Primarily, the ID would be subject Part E of the above Chapter 10 and Appendix 10A , please keep tab on the coming announcements and issuance of the Circular and to attend and exercise your vote accordingly.
Status of PN17
The Company had provided the status of its PN17 dated 1 March 2019 below. (Company’s Announcements)
The Company had on 30 October 2018, announced that Bursa Securities had vide its letter dated 30 October 2018, granted an extension of time of up to 30 April 2019 to submit the Plan to the regulatory authorities. In this respect, the Board of Directors of the Company (“Board”) wishes to inform that the Company is still in the midst of formulating the Plan to regularise its financial condition and will submit it to the regulatory authorities for approval.
Further to the above, the Board had, on 27 February 2019, announced that it received a letter from Melewar Acquisitions Limited and Melewar Equities (BVI) Ltd (collectively, “Non-Entitled Shareholders”), in their capacity as major shareholders of the Company, requesting the Company to undertake a selective capital reduction and repayment exercise pursuant to Section 116 of the Companies Act, 2016 (“Proposed SCR”) (“Letter”).
Under the Proposed SCR, shareholders of the Company (other than the Non-Entitled Shareholders) whose names appear in the Record of Depositors as at the close of business on an entitlement date to be determined and announced later by the Board, who collectively hold 167,740,668 ordinary shares in the Company (“MAAG Shares”) representing 61.33% of the Company’s issued share capital, will receive a total capital repayment of RM184,514,735, which represents a cash amount of RM1.10 for each MAAG Share held by them.
Please refer to the Company’s announcement dated 27 February 2019 for further details.
If you go through the list of top 30 shareholders you will note that no. 30 on the list holds 1,000,000 shares and there are several foreign funds and foreign brokerage firms on the list. Mr Balvin and Mr Navinshah are also on the list. My take is that the foreign funds and foreign brokerage firms and most smallish shareholders are going to accept the SCR offer. There's no question of failure. SCR has never failed before. The offerors will benefit most from the SCR and if they sense that there's resistance from 10% of the minorities, they will up the offer like what Selangor Properties did. Yesterday around 11 million shares were done, this block I believe is from UOB Kay Hian Pte Ltd. and the most was scooped up by parties friendly to the Offerors.
1) SCR goes through, we will see the shares being offered at 1.10 2.) If SCR doesn't go through, NES major shareholders have no choice but to be pressured to offer higher price since parties friendly to offerors bought at 1.00 and above, they wouldn't want to get stuck at 1.00 and see the price tank way below 1.10.
whichever the scenario, this counter should be worth at least 1.10.
Parties friendly to offerors who bought at 1.00 will do their best to ensure SCR to go through. Even if SCR dont go through, they will do their best to ensure that the price do not fall significantly below 1.00. Otherwise they will be stuck in a much worse position. Why?
Because if SCR dont go through, and if majority shareholders do not come up with a revised higher price, they will not be able to cut loss or off-load the amount they raked up at 1.00 under normal trading circumstance/environment. As you know, prior to SCR announcement, the average daily volume traded for this counter is very low.
So if SCR doesnt go through, they will also be stuck with a much higher break-even cost.
Mr Navinshah, you hold over one million shares, right? On Friday, 11 million shares were sold. Who do you think has 11 million shares to sell in a single day?
If I am TY I will accumulate as much as possible at around rm 1 still get extra10% free at the same time increase the share holding.Win win situation for him.
It about time minority shareholders stand our ground.Dont let them bully us always.Stand unite. Don't let them manipulate the price at rm1. I even brought at rm 1.
Another plausible way to beat TY - no. of dissenting members (irrespective of their collective shareholdings) > 1/2 of total members present or by proxy at EGM
Hope TY, via friendly party or proxy, mop up a lot of shares at 1.00. Later raise offer and the additional cost not that much. As most already belong to him.
FOlks its not so easy to take over.. MBF had to do it a few times raising prices each time. But if you are fairer and have a bigger shareholding like Sel Prop.. U can do nego with Bigboys already behind the scenes and EGM becomes only a show!
If at least 75% of minorities vote yes and less than 10% vote no, everyone's shares except for the major shareholders will be cancelled by the Company at the offer price of RM1.10 if not revised.
Thanks Balvin. I will vote against and accumulate more. To me, it is quite unrealistic for them to offer only 1.10 with so much cash & cash equivalent, and it is almost like a cash-only company.
@Choivo capital pls read MAA last quarter result on at the comment Prospects . THE GROUP EXPECTS MAAGAP TO CONTINUE WITH ITS GROWTH MOMENTUM IN 2019 TO GENERATE POSITIVE PROFIT CONTRIBUTION TO THE GROUP .
The Group’s General Insurance business in the Philippines held via subsidiary MAAGAP continued its commendable growth in gross written premium (+8.6%) and higher underwriting surplus (+31.5%). However fair value losses from financial assets classified at FVTPL caused by sharp decline in the Philippines stock market has eroded the profitability of the business to register a small improvement in profit before taxation (+3.1%) for the financial year ended 31 December 2018. The Philippines economy grew by 6.2% in 2018 and is expected to sustain the economic growth albeit at a softer pace in 2019. Likewise, the non-life insurance sector in the Philippines registered a growth of 7.3% in net premiums written as at end of September 2018 over the same period in previous year. On the back of this favorable growth, the non-life insurance sector in the Philippines is expected to expand positively in 2019. Barring unforeseen circumstances like the natural catastrophe exposure in the Philippines with typhoons and earthquakes and also the stock market performance, the Group expects MAAGAP to continue with its growth momentum in 2019 to generate positive profit contribution to the Group.
Type Announcement Subject OTHERS Description MAA GROUP BERHAD ("MAAG" OR "COMPANY")
PROPOSED SELECTIVE CAPITAL REDUCTION AND REPAYMENT EXERCISE OF MAAG PURSUANT TO SECTION 116 OF THE COMPANIES ACT, 2016 ("PROPOSED SCR") The terms used herein shall have the same meaning as those defined in the Company’s announcement dated 27 February 2019 in relation to the Proposed SCR, unless otherwise stated.
We refer to the Company’s announcement dated 27 February 2019 in relation to the Proposed SCR.
On behalf of the Board, Affin Hwang Investment Bank Berhad wishes to announce that, in accordance with Paragraph 3.06 of the Rules on Take-Overs, Mergers and Compulsory Acquisitions 2016, the Company had, on 14 March 2019, appointed Mercury Securities Sdn Bhd as the Independent Adviser to provide comments, opinions, information and recommendations to the Board (except for the Interested Directors) and to the Entitled Shareholders in respect of the Proposed SCR.
My Simple analysis. They offer you rm1.10 for your shares. Net book value is rm1.94 . This is 0.84 cents or 43% discount . If you accept , your shares will be cancelled. Major shareholders will get your discount and own the whole company. The Net-worth of the company acquired by major shareholders(owns 105,777,000 shares)will be rm349,341,000 (533,856,000-184,515,000) or rm3.30 per share . This is because your discount is given to the company.
So you get 1.10 ,they get 3.30 after you accept. This is NOT REASONABLE.
The offer does not mentioned the NTA value of the company and NTA after SCR. Major shareholders gain plenty !! Independent advisor please read this and give an unbiased opinion. The offer price only compare the last 12 months market price of a PN17 company. The premium appears Fair but totally NOT Reasonable as the NTA is not taken into account. Also ,the Investments in Philippines are profitable, Major shareholders will get a going concern company with good potential and higher value then the minority shareholders without putting out 1 single cent as the entire exercise is funded by internally generated funds.( your funds)
If company is totally liquidated, you will get + - rm1.94 as most of the assets remain in the company now is cash and a going concern company in Philippines .
Besides Insurance in Philippines, MAA invested in Altech Chemicals for few years of R&D, pilot plant, planning, financing, getting authority approval and so on which does not bring revenue. Now the construction of the HPA plant commence Aug 2018 and expecting start bring in revenue next year or so. Means we can't enjoy the fruit after planting the tree for the last 3 years and so..
Below are the info from Altech Chemicals:
Project Economics Cash flow modelling of the Project (price of $40/kg) shows a pretax net present value of USD 1.1 billion applying a discount rate of 7.5%. The payback period is 2.2 years at full rate and the pretax internal rate of return is 33%. The Project generates annual average net free cash of ~USD133 million at full production (allowing for sustaining capital and before debt servicing and tax), with an attractive margin on HPA sales of ~74%. Annual sales revenue is USD180 million applying a conservative FOB sales price of USD40,000 per tonne of finished product HPA. Total operating costs, including mining, shipping and chemical processing are average USD47.3 million per annum or USD10,500 per tonne of finished product HPA.
Off Take Secured Altech has executed a 10-year off take sales arrangement with Mitsubishi Corporation’s Australian subsidiary, Mitsubishi Australia Ltd (Mitsubishi) for production from the Company’s Malaysian HPA plant. The Agreement appoints Mitsubishi as the exclusive buyer of the HPA from the plant and will commence on the date of first shipment of final HPA product. The contracted sale quantities will mirror Altech’s proposed HPA plant’s production ramp up.
High Demand Market HPA is a high-value (USD28,000 – USD40,000 per tonne) high margin and highly demanded product, as it is the critical ingredient required for the production of synthetic sapphire and is increasingly consumed in the manufacture of large format lithiumion batteries. Synthetic sapphire is used in the manufacture of substrates for LED lights, semiconductor wafers for the electronics industry, and scratch-resistant sapphire glass used for wristwatch faces, optical windows and smartphone components. There is no substitute for HPA in the manufacture of synthetic sapphire. Lithium-ion battery manufactures require HPA as a coating for the plastic anode/cathode separator to reduce separator shrinkage and combustibility. Global HPA demand is approximately 25,315tpa (2016) and demand is growing at an annual rate of 16.7%.
Choivo, are you sore because you missed the opportunity to buy MAA at 50 sen? If you had bought at 50 sen like I did, it would have been a 100% gain at least.
I don't know why people are angry .We are just trying for fair price.???Is it wrong to get a fair price?i found it very strange or wonder who are they?
When I bought MAA at 50 sen I knew that one day I would make at least 100%. It came sooner that I expected. MAA at 50 sen was a steal, selling at such huge discount that one can only dream of and would not have been possible had our stockmarket not gone through a lengthy one year bear phase. A bear market is a buying opportunity.
I treat my investment in MAA different form other stocks is that is a fixed deposit. Outsiders will attack and never understand. OF course, many other stocks to buy too, that is different from MAA. we believe the value of this stock and all get attacked when if fall to 40 sen caused by bear market. Many 'cepat kaya' stocks bull run now. Why waste time to attack a FIXED DEPOSIT ?
People don't privatize at fair value, unless they are stupid. They also need to make money.
Realistically, i think Melewar is getting a 20-30% discount or so. Look at their track record, does not exactly belie skill in investment or capital allocation.
The people here trying to get higher price must not be thinking right. This is a 14 year high, of a mediocre insurance company that happens to be filled with cash.
Its one thing to just make noise and grumble, this is normal. Its another to be so stupid as to make noise at AGM and actually vote "No".
The expected value now is 90% chance to make 8%. 10% chance to lose 50%. Positive EV of 2.2%, with high range.
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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....
theong
255 posts
Posted by theong > 2019-03-04 14:57 | Report Abuse
We noted your comments.
We are keenly monitoring the next course of actions by the Board and Company on the proposal by the majority shareholders and the upcoming EGM.
At the moment, the Board has engaged an adviser and Independent Adviser (ID) to look in the matter as per the Company’s announcement dated 27th Feb 2019 . We await the recommendation of the Board and the advice from the ID. The above case is under our monitoring. Attached our newsletter highlighting the offer.
Primarily, the ID would be subject Part E of the above Chapter 10 and Appendix 10A , please keep tab on the coming announcements and issuance of the Circular and to attend and exercise your vote accordingly.
Status of PN17
The Company had provided the status of its PN17 dated 1 March 2019 below. (Company’s Announcements)
The Company had on 30 October 2018, announced that Bursa Securities had vide its letter dated 30 October 2018, granted an extension of time of up to 30 April 2019 to submit the Plan to the regulatory authorities. In this respect, the Board of Directors of the Company (“Board”) wishes to inform that the Company is still in the midst of formulating the Plan to regularise its financial condition and will submit it to the regulatory authorities for approval.
Further to the above, the Board had, on 27 February 2019, announced that it received a letter from Melewar Acquisitions Limited and Melewar Equities (BVI) Ltd (collectively, “Non-Entitled Shareholders”), in their capacity as major shareholders of the Company, requesting the Company to undertake a selective capital reduction and repayment exercise pursuant to Section 116 of the Companies Act, 2016 (“Proposed SCR”) (“Letter”).
Under the Proposed SCR, shareholders of the Company (other than the Non-Entitled Shareholders) whose names appear in the Record of Depositors as at the close of business on an entitlement date to be determined and announced later by the Board, who collectively hold 167,740,668 ordinary shares in the Company (“MAAG Shares”) representing 61.33% of the Company’s issued share capital, will receive a total capital repayment of RM184,514,735, which represents a cash amount of RM1.10 for each MAAG Share held by them.
Please refer to the Company’s announcement dated 27 February 2019 for further details.