7. CONCLUSION AND RECOMMENDATION In arriving at our recommendation, we have reviewed and evaluated the factors which we deemed to have significant relevance to our assessment of the Offer. Although the Offer can be deemed reasonable, IPS is of the view that the ‘not fair’ substantially outweighs the ‘reasonableness’ as the: (i) Share Offer Price of RM0.05 represents a significant discount of approximately 76.19% to the RNAV per KCB Share of RM0.21. If a recent valuation was carried out on the Bukit Unggul Land (the date of last revaluation was on 27 July 2012), the RNAV per KCB Share is likely to be higher than RM0.21; and (ii) Warrant Offer Price of RM0.02 represents a significant discount of approximately 39.58% over the theoretical value of the Warrant of RM0.0331. As such, IPS recommends that the Holders REJECT the Offer. The Non-Interested Directors, having considered the terms of the Offer and the opinion and recommendation of the Independent Adviser, are of the opinion that whilst the Offer can be deemed reasonable, the “not fair” substantially outweighs the “reasonable” in view that: (i) Share Offer Price of RM0.05 represents a significant discount of approximately 76.19% to the RNAV per KCB Share of RM0.21. In addition, if a recent valuation were to be carried out on the Bukit Unggul Land (the date of last revaluation was on 27 July 2012), the RNAV per KCB Share would likely to be higher than RM0.21; and (ii) Warrant Offer Price of RM0.02 represents a significant discount of approximately 39.58% over the theoretical value of the Warrant of RM0.0331. Therefore, the Non-Interested Directors recommend the Holders to REJECT the Offer.
WarrenLim, even after delisting you can sell your shares for whatever price, even higher, to whoever wants to buy from you but you can't do it thru' bursa saham. It will be a private arrangement, just get the cds transfer forms to effect the transfer.
TheContrarian, could you elaborate a bit more on the scenario after delisting? Do you mean if the offeror really need 100% of the shares, he will have to make private arrangement with those holding the delisted shares at mutual agree price ? Thanks
More than 90% compulsory acquisition invoked @ 5 sen. Between 75% to 90% Company delisted because of bursa saham public spread rule of at least 25%; after delisting no more bursa saham rules to comply. If Chen wants the remaining shares he will write directly to you (but it would be years later) and offer a price which could be 5 sen or higher or if he doesn't want any further shares, then you are stuck with shares in an unlisted company which is not marketable. If the Company declares dividend you will receive your entitlement.
If after delisting you can find anyone other than Chen to buy from you, you can sell at whatever price at any time. Need to fill up the cds transfer form. Bursa saham no longer involved.
When Chen made the takeover offer, he already knew he would win because "friendly parties" have already accumulated 105 million shares over the years. Almost immediately these "friendly parties" have accepted irrevocably his offer of 5 sen and this took his threshold above 75% including FACB Industries' 5%.
The problem is that the Calvin Tan (Singapore Kia Sue guy) did not know about this de-listing is going to happen, so he bought and he keeps asking you gals & guys to buy. So, this is what you gals & guys experience now.
If the motive of the offeror is not to acquire 100% of the shares, he don't even needed to spend a cent to get RHBIBB to initiate the takeover exercise. He can easily get his friendly parties to force the company into delisting status. Wonder why?
Takeover rules require that any shareholder who owns more than 50% and intends to buy more than 2% must make a general offer to all remaining shareholders unless he obtains an exemption from SC.
In addition, the Board wishes to announce that KCB has today received a press notice from RHBIB, on behalf of the Offeror, informing that the Offeror does not intend to revise the offer price of RM0.05 per Offer Share and RM0.02 per Offer Warrant in relation to the Offer. Please refer to the attached press notice for further details.
n respect of the valid acceptances received from the accepting holders for the Offer thus far, the Board wishes to announce that KCB has today received a press notice from RHBIB, on behalf of the Offeror, informing that the percentage of public shareholding spread of the Company as at 25 May 2016 is 23.85%. Consequently KCB is deemed not in compliance with the public shareholding spread requirement under Paragraph 8.02(1) of the Listing Requirements which stipulates that a listed issuer must ensure at least 25% of the total listed shares (excluding treasury shares, if any) are in the hands of public shareholders.
In the event, say DR Chen and his PAC (FACB) fail to hold > 90% of the issued & paid-up capital in KCB
May i share with you the following bursa listing requirements:
CONTINUING LISTING CRITERIA 8.02 Compliance with shareholding or unit holding spread requirement
(1) A listed issuer must ensure that at least 25% of its total listed shares (excluding treasury shares) or listed units are in the hands of public shareholders or unit holders. The Exchange may accept a percentage lower than 25% of the total number of listed shares (excluding treasury shares) or listed units if it is satisfied that such lower percentage is sufficient for a liquid market in such shares or units.
16.06 Request for withdrawal
(1) A listed issuer may not request to withdraw its listing from the Official List, unless -
(a)the listed issuer convenes a general meeting to obtain its shareholder or unit holder approval and a separate meeting for the approval of the holders of any other class of listed securities, if applicable (b)the resolution for the withdrawal of its listing is approved by a majority in number representing three fourths in value of the shareholders or unit holders and holders of any other class of listed securities, if applicable, present and voting either in person or by proxy at the meetings and provided that such shareholders or unit holders and holders of any other class of listed securities who object to the withdrawal is not more than 10% of the value of the shareholders or unit holders and holders of any other class of listed securities present and voting either in person or by proxy. Where the constituent document of the listed issuer imposes a stricter condition in respect of the votes required to approve the withdrawal of listing, such stricter condition will apply in substitution of the foregoing provision; (c) the shareholders or unit holders and holders of any other class of listed securities, if applicable, are offered a reasonable cash alternative or other reasonable alternative (“exit offer”); and (d) the listed issuer appoints an independent adviser, which meets the approval of the independent directors, to advise and make recommendations for the consideration of the shareholders or unit holders and holders of any other class of listed securities, if applicable, in connection with the withdrawal of its listing as well as the fairness and reasonableness of the exit offer.
Under the above scenario, based on my understanding:-
(1) Bursa may let KCB to maintain its listing status (2) DR Chen/PAC may fail to obtain majority in number of members in EGM (3) Exit offer usually will not be lower than 5 cents per share (3) Last resort, minority shareholders can take up exit offer
Those shareholders who refuse to sell @ 5 sen can take matter to court to ask for a higher more reasonable price. However, you need to appoint a solicitor and pay the solicitor unless he willing to work for free (like the late Karpal Singh) but if you lose the case, court can award costs against you.
Exactly who are you The Contrarian.....for someone who sold all his shares a long time ago......you have a lot to say to us . SO do you want us all to accept the DR's offer and not put up a stand.....you have some interesting points but your intentions seem rather dubious.......just an observation......... but is your intentions are well meant.....I thank you.
To frustrate Chen you need to collectively own 20% and then make a takeover bid of FACB Industries which owns over 5%. I don't think any group of people has the financial resources to fp that.
This double takeover is too glaring that the minority shareholders are bring cornered and unfairly treated. If not careful, the IPS's IAC could render the authorities to disapprove the takeover and derail this plan.
Maybe Chen is buying. The independent adviser has advised small shareholders to reject the 5 sen per share offer. As of 26/05/16, 23.86% of KBunai shares were still being held by the public. Chen needs to own at least 90% of KBunai shares for the unconditional voluntary take over offer to become successful.
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....
GiveMeFive
165 posts
Posted by GiveMeFive > 2016-05-30 12:56 | Report Abuse
How much weight is the IAC's recommendation in the eye of the approval authorities ?