Posted by dumbMoney > 2019-05-26 05:47 | Report Abuse

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/

Posted by linda77 > 2019-05-26 13:55 | Report Abuse

dumbMoney, may I know how many times you have attend the AGM? If I'm not mistaken, you have never attended before the AGM.

Jamesooi, may I know what is the full value you are talking about? At what price? For this situation, I dunt think any company will give you the full value. I think you are overdemanding.
There must be a win-win situation and you must be fair to the management also.

Look like the SCR this Wednesday will fail because most of us are going to vote against.

Last financial year 2018, the company has being losing abt RM25mil. Why is it the company is cash rich but can loss so much of money?

What happen if every year the company is going to loss abt RM20mil? Then what will happen to our share value?

Posted by Cipta > 2019-05-26 17:56 | Report Abuse

In AGM, We must ask who will be our new CEO since the post is vacant more than 2 months.

Posted by dumbMoney > 2019-05-27 01:13 | Report Abuse

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

Posted by TheContrarian > 2019-05-27 03:21 | Report Abuse

Wow, in 1990 I yet to dabble in shares.

Posted by Kana Singgam > 2019-05-27 09:37 | Report Abuse

Let us be gentlemen. Let us not become personal and hit each other. The question is, can we help each other, who as a group are major holders but as individual are very very small. How to fight for our rights and not be .pushed over

Posted by Choivo Capital > 2019-05-27 10:52 | Report Abuse

Markus,

How much shares you own before the privatization offer is irrelevant. Because you only need 10% to vote against. Holding a controlling stake matters for deterring hostile takeovers and not much else. Foreign funds buy for the sake of making the arbitrage, because SCR's usually don't fail, especially if its offer price is a 14 year high.

If you and your group have 10%, i suggest you get all your shares together and go discuss with management to raise the price a little.

If you were to actually vote "no" at the EGM, and the offerors by virtue of them not having a large stake to begin with, may just decide to not privatize and continue bleeding 10mil a year from paying their own salaries while you get "trapped" when the price is now RM0.50.

It is unbelievably hard to vote out BOD or put a new CEO in without 51% share. Whats to stop them from deciding to continue paying themselves the multi million dollar salaries while you complain online.

Laxey and City Of London, lost badly in Icapital. And TTB is now still pulling 8.5mil a year while the fund is making nothing. Despite Laxey and City of London being the largest investors of ICAPITAL, by far!

Imagine this, largest investor in the company (20%+) and you can't even get a board seat, compared to TTB who does not have even 0.5% share.

Nobody privatizes a loss making and inefficient company at a premium, much less one without a business, especially when it looks like we are on the verge of a global recession.

Why put out all this cash just to privatize a company for no gain to yourself?

On your own end, there is so many cheap companies to buy now, where you can buy earnings, instead of asset. Which is obviously much preferred as we are not liquidators.

I just bought a small position for the arbitrage and will be voting for. Good luck!

Posted by jamesooi > 2019-05-27 11:06 | Report Abuse

All minorities shareholders in this group, show your power and don't let the major shareholders bully us, so Wednesday morning, vote against SCR in full force.

Posted by jamesooi > 2019-05-27 11:17 | Report Abuse

This round, short term traders, bought after the announcement of SCR, they are going to disappointed. A strong minority group going to vote against SCR.

Posted by moneycashrich > 2019-05-27 11:44 | Report Abuse

A very interesting battle for those who can attend. Now playing mind games.

Posted by theong > 2019-05-27 12:21 | Report Abuse

Why major shareholder want to take private? Since every *we are on the verge of a global recession.* Do they really that stupid?

Posted by jamesooi > 2019-05-27 12:29 | Report Abuse

Why major shareholder wants to take MAA private, because MAA has so much Cash in the bank. It is also minority shareholders money, so if you want to protect your investment in MAA, you has to vote against SCR on Wednesday EGM.

Posted by jamesooi > 2019-05-27 12:31 | Report Abuse

MAA CASH at 31/12/2018 in the account RM251,133,000-00 and Trade and Other Receivable RM103,366,000-00 = RM 354,499,000-00 = RM1.26 per share. All other MAA assets is free.
SCR at RM1.10 per share. What a stupid offer and the Management has no Business sense to accept the offer price.
When a company goes for IPO , the company is asking for high PE or above NTA on the account. But when they want to take private, the company is offering the stupid price like RM1.10 per share.

Repost.

Posted by linda77 > 2019-05-27 13:54 | Report Abuse

MARKUS/BALVIN71/DUMBMONEY/JAMESOOI GROUP,

YOU ALL ALREADY HAVE TOGETHER HOLDING MORE THAN RM24MIL SHARES, WHY DUN'T YOU ALL MEET UP WITHIN THESE TWO DAYS OR WED EARLY MORNING BEFORE THE AGM AND PLAN WHAT YOU WANT, AT WHAT PRICE THE SCR?? I WOULD LIKE TO PLAN ALSO.

SINCE YOU ALL HAVE COMMON INTEREST, AS I SUGGESTED MORE THAN 2 WEEKS EARLIER, YOU ALL SHOULD MEET UP WITH THE MANAGEMENT.

JAMESOOI, WHAT IS YOUR TRUE VALUE???

HOPE THE SCR WILL BE FAILED AND THE SHARES WILL DROP DOWN BELOW 0.80 AND I WILL COLLECT MORE...
WED AFTERNOON WE CAN START COLLECT MORE BELOW 0.80...

PLS ARRANGE THE DATE AND TIME TO MEET.

Posted by Cipta > 2019-05-27 15:18 | Report Abuse

Don't fall into the tactic of Pecah and Perintah!
Someone is keen to know your willing selling price and encourage you to meet the offeror individually trying to buyout or create distrust among you.

Please be reminded that any higher promised buying price from the offeror before SCR is illegal unless the offeror openly revise his price to all entitled shareowners.

Posted by jamesooi > 2019-05-27 15:18 | Report Abuse

If SCR is successfully blocked by the Minority group and subsequent delisting of MAA after 31/10/2019. 
, The management has to fulfill the announcement dated 3 April 2018 on PROPOSED VARIATION TO THE UTILISATION OF PROCEEDS FROM THE DISPOSAL OF MAA TAKAFUL BERHAD (“PROPOSAL”). 

Based on PROPOSAL and I am taking 5 items in the Proposal to do a simple calculation on how risky to invest in MAAG now. 

Based on the Proposal on note b, 
To simplify the note b, the balance of RM 40,250,000, if unable to identify new business opportunity after 2 years, that is by 30/6/2020, the proceeds allocated for future investment opportunities may be distributed back to the entitled shareholders of MAAG. So, my assumption is MAAG will be distributing further dividend after 30/6/2020 for 14.5 sens round up figure (RM40,250,000 divide by 273,517,752 shares). 

Based on the Proposal on note c, 
The balance retained consideration sum due on 30/6/2019 of RM 93,750,000, if unable to identify new business opportunity after 2 years, that is by 30/6/2021, the proceeds allocated for future investment opportunities may be distributed back to the entitled shareholders of MAAG. So, my assumption is MAAG will be distributing further dividend after 30/6/2021 for 34.25 sens round up figure. (RM93,750,000 divide by 273,517,752 shares). 

Based on the Proposal on note d, 
To simplify the note d, the balance of RM 28,000,000, if unable to identify new business opportunity after 2 years, that is by 30/6/2020, the proceeds allocated for future investment opportunities may be distributed back to the entitled shareholders of MAAG. So, my assumption is MAAG will be distributing further dividend after 30/6/2020 for 10.23 sens round up figure. (RM28,000,000 divide by 273,517,752 shares). 

Based on the Proposal on note f, 
Balance of RM 30,854,000 shall be utilized as working capital and share buy-back exercise. So I make assumption on this point by allocating RM 21,250,000 for share buy-back and the balance for working capital. So 2019 share buy-back of 10,000,000 shares at the average price of RM0.80 per share and the shares shall be cancelled after share buy-back. So 2019 , the Paid-up Capital shall be 261,017,752 shares. In 2020 share buy-back of 11,250,000 shares at the average price of RM0.90 per share and the shares shall be cancelled after share buy-back. So 2019 , the Paid-up Capital shall be remain as 273,517,752 shares for simple calculation. 
The Balance of Paid-Up Capital shall be used for dividend calculation in the note b,c,d and g. 

Based on the Proposal on note g, 
Balance of RM 32,822,000 shall be payment of dividends to MAAG Shareholders for 2018 and 2019. The Board intends to utilize approximately RM32.82 million for the payment of dividends to its shareholders for the FYE 2018 and FYE 2019 respectively. 
So, my assumption is MAAG will be proposing dividend for 2018 is 3 sen less 3 sen was paid in 25th April 2018 and balance is only 9 sens for 2019. 


So, to sum up, future dividends shall be on note (b) is RM 0.145 and noted (c) is RM 0.3425 and note (d) is RM 0.1023 and note (g) is RM 0.09 equal total dividends shall be receive for next 2 to 3 years is RM 0.6798 per share. 
Summary on dividends : 2019 RM 0.09 , 2020 RM 0.2473 , 2021 RM 0.3425

Calculation for future NTA 
Current NTA as at 31/12/2018 was RM1.94. If next 2 years MAAG still cannot find new businesses, I will assume that MAAG shall be a losing concern for next 3 years, I will discount NTA by 30sens until 2021 and Less dividend for RM 0.6798. The Future NTA shall be RM 0.9602. 

The above assumption is The Management cannot identify any new businesses to invest and delisting of MAA after 30/10/2019.

Posted by linda77 > 2019-05-27 15:37 | Report Abuse

CIPTA,
ALL OF US ARE MATURE N KNOW HOW TO THINK AND WHAT TO DO. WHY ARE U SO WORRY WE MINORITIES MEET TOGETHER????
I'M JUST PROPOSAL TO MEET.HOPE WE CAN GET TOGETHER BEFORE AGM.


IF GOT OTHER PARTY WANT TO BUY MY SHARES AT A HIGHER PRICE I WILL BE VERY HAPPY TO SELL TO THEM .

Posted by Cipta > 2019-05-27 15:40 | Report Abuse

linda77 , i m talking about you encouraging the opposition to meet management.
don't try to shift topic when your intention exposed.

Posted by linda77 > 2019-05-27 15:41 | Report Abuse

MAJOR SHAREHOLDER WILL BE WORRY IF MINORITIES SHAREHOLDER MEET TOGETHER BEFORE D AGM

Posted by linda77 > 2019-05-27 15:43 | Report Abuse

WE ONLY FIGHT FOR 1 COMMENT INTEREST, HIGHER SCR OFFER,

VOTE AGAINST ALL THE RESOLUTIONS AGM AND EGM

Posted by Cipta > 2019-05-27 15:47 | Report Abuse

linda77, you know i m not talking abt gathering, i am talking abt your suggestion as follow:

WHAT YOU WANT, AT WHAT PRICE THE SCR?? I WOULD LIKE TO PLAN ALSO.

SINCE YOU ALL HAVE COMMON INTEREST, AS I SUGGESTED MORE THAN 2 WEEKS EARLIER, YOU ALL SHOULD MEET UP WITH THE MANAGEMENT.

Posted by moneycashrich > 2019-05-27 15:54 | Report Abuse

All be decided by vote not....plan or gathering or meeting management etc.

Posted by linda77 > 2019-05-27 16:02 | Report Abuse

CIPTA , WHAT TALKING U????

U WROTE " ENCOURAGE YOU TO MEET THE OFFEROR INDIVIDUALLY TRYING TO BUYOUT / CREATE DISTRUST AMONG YOU".
WHAT IS THE MEANING, CIPTA??

Posted by linda77 > 2019-05-27 16:06 | Report Abuse

MONEYCASH, I KNOW U DUNT VOTE AGAINST THE EGM, U ALSO WORRY MINORITIES SHAREHOLDER GROUP TOGETHER BEFORE THE AGM.

WHAT WRONG WE MEET TOGETHER, NON OF UR BUSINESS

Posted by linda77 > 2019-05-27 16:27 | Report Abuse

MONEYCASH,
U CAN TALK AND U CAN WRITE,
BUT DUNT TEACH US OR PREVENT US WHAT TO DO....

MAJORITIES OF US HAVE ONE COMMENT INTEREST

" VOTE AGAINST AGM AND EGM"

ARE U WORRY , MONEYCASH???

Posted by dumbMoney > 2019-05-27 20:44 | Report Abuse

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.

Posted by markus > 2019-05-27 22:38 | Report Abuse

Dear Fellow MAAG Value Shareholders,

Melewar is offering RM1.10 to Minority Shareholders when MAA’s Fair Value is worth RM2.08 per share. Why I think it is an insult the Minority Shareholders should reject.

“Selective Capital Reduction” (SCR) is a proposal by the company to remove minority shareholders from the company by cancelling their shares. In return for the minority shares to be cancelled, the company will pay RM1.10 per share to the minority shareholders when the fair value of company is worth RM2.08 per share, a figure analysed by the Board appointed adviser. This amount total about RM184.5 million to takeover the minority shares will be fully paid by the company’s own internal fund . The controlling shareholder (Melewar) is then left with 100% full ownership. The controlling shareholder will not use a single cent to control all the remaining assets. In my opinion, this transaction is detrimental of minority shareholders interest. I think it is offered at the disadvantage of the minority shareholders for the benefit of majority shareholder at the expense of the minority shareholders.

This is NOT the case of other company (third party) trying to takeover our company. This is a case of our own company majority shareholder who sit at the Board Level with our continuous support wants to remove/eliminate us as shareholders but not willing to pay the minority the FAIR value . An offer at 47% below to the company’s fair value is shocking and insulting. It is akin to someone offering you almost half price of your property fair value and ask you to get out.

MAA is not just any other company. MAA is very cash rich company, after selling off many of their businesses. By next month 30 June 2019, MAA is going to receive another RM93.8 million from Zurich Insurance Group. The liquid assets are increasing and it was reported that the cash components of MAAG by end of June 2019 will be RM1.36 . The value of cash itself is immediate and evident.

MAA still have other investment holdings (PROPERTIES and investments in SHARES and BONDS) and others. The other main portion is the General Insurance business in Phillipines which is at the forefront of the rapidly growing. I believe that at MAA General Insurance Phillipines current NAV is underappreciating MAA true earnings power as the uptake. Quote from MAA Quarter Report 31 Dec 2018 (page 27) “the Group expects MAAGAP to continue with its growth momentum in 2019 to generate positive profit contribution to the Group”. There is more value to be gained to hold out for a much higher price and derive significant value and more shareholder benefits in the long term.

One of my propose alternatives is “the current propose SCR will cost the Company about RM184.5 million. Why not the Board propose a capital repayment to ALL shareholders with the same amount, each share will get RM0.675 and after the capital repayment the NAV per shares is RM1.265 A cash distribution WITHOUT cancelling minority shares makes more sense and will be in the best interest of all shareholders.” The Board ignored my proposed options.

By recommending such a transaction, I believe the Non-Interested Directors must have been misinformed by their advisors. It is difficult to understand on what grounds, if any, the independent directors concluded that the SCR, a transaction that allows Melewar to capture the whole company at fire sale price and complete eliminating the rest of minority shareholders, is in the best interests of the company?

It’s time that we the value shareholders of MAAG do something to stop this UNFAIR transaction by voting AGAINST the resolution on 29 May 2019 Wednesday. Your VOTE matters.

Posted by jamesooi > 2019-05-28 12:24 | Report Abuse

Yes, vote against SCR

Posted by Cipta > 2019-05-28 12:57 | Report Abuse

Yes! If you vote against SCR, you will rewarded with 12 cents special dividend within one year as per agreed in EGM June last year.

Posted by TheContrarian > 2019-05-28 14:21 | Report Abuse

Every time there's a dividend payment, the market price would be adjusted downwards on ex-dividend day.

Posted by moneycashrich > 2019-05-28 14:32 | Report Abuse

Been in this MAA forum and investor since June 2014. Since all have been explained by the long term MAA investors, We have to defeat the SCR and have a brighter future. Business like MAA Philipiness will only get better and better. So all the business of MAA are free for THEM and none for small investors. Better Short term pain BUT long term gain.

Posted by TheContrarian > 2019-05-28 15:50 | Report Abuse

Tomorrow at AGM, throw chairs at the BOD.

Posted by linda77 > 2019-05-28 16:22 | Report Abuse

Contrarian, u can do it at your own house.

Posted by TheContrarian > 2019-05-28 16:33 | Report Abuse

Haha, no one dares to throw chair?

Posted by Cipta > 2019-05-28 23:19 | Report Abuse

Cash n cash equivalent is RM 1.31
And you are content being offered RM 1.10 and laugh happy to give MAAGAP and Altech Chemicals shares free to executive chairman?

Posted by dumbMoney > 2019-05-29 01:21 | Report Abuse

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.

Posted by TheContrarian > 2019-05-29 05:35 | Report Abuse

Five hours to go. Today's AGM and EGM will be very interesting.

Posted by actura > 2019-05-29 08:02 | Report Abuse

Few more hours to go, good luck guys

Posted by Cipta > 2019-05-29 09:06 | Report Abuse

In the AGM n EGM, you can throw as much questions as you want to know to executive director, independent director and independent advisor. This is our right on the accountability of the BOD.

Posted by dumbMoney > 2019-05-29 09:36 | Report Abuse

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?

Posted by huntertee > 2019-05-29 11:43 | Report Abuse

Any updates?

Posted by sheep > 2019-05-29 11:43 | Report Abuse

price dropping...sell, hold buy more? the choice is yours.....wakakaka trivago lady said...wakaka

Posted by actura > 2019-05-29 11:45 | Report Abuse

sounds not smooth @ 0.98???

Posted by huntertee > 2019-05-29 11:52 | Report Abuse

Should be bad news hahaha

Posted by TheContrarian > 2019-05-29 11:53 | Report Abuse

How low will it drop?

Posted by spectre007 > 2019-05-29 12:37 | Report Abuse

Difficult to vote against independent directors for reelection. Some big Kah inside press.. Immediately majority vote for the resolution

Posted by JL99 > 2019-05-29 14:01 | Report Abuse

Not go through?

Posted by afterlight > 2019-05-29 14:18 | Report Abuse

Pending the major director to increase offer.

Posted by afterlight > 2019-05-29 14:21 | Report Abuse

If they dont increase the offer, gg-ed, drop back to 50 sen

Posted by moneycashrich > 2019-05-29 14:22 | Report Abuse

price going down it seem.......any result ?