To raise fund for the cash offer, TAE said it would issue up to 550.54 million new shares at 66.5 sen each to Tiah, who is TAE’s and TAG’s substantial shareholder and chairman.
Tiah currently holds 717.6 million TAE shares, or 41.92% of the stockbroker.
Assuming that Tiah's holdings in TAE crossed the 50% threshold after the issuance of the new shares, he would be required to make a mandatory general take over offer for remaining shares in TAE at the same price.
Actually this Tony Tiah just want increase the share he hold in TAE, and ultimately he just want to Privatise TAE only.......................
"Assuming that Tiah's holdings in TAE crossed the 50% threshold after the issuance of the new shares, he would be required to make a mandatory general take over offer for remaining shares in TAE at the same price."
Once Tony Tiah hold more than 50%, then he will take over TAE, like now what he do to TAGB
Dear all, The Relate parties holding of TAGB as below: 1. TA Enterprise Berhad holding: 3,202,334,270 equal 60.1748% 2. Datuk Tiah Thee Kian holding: 538,841,938 equal 10.1253% 3. Tiah Joo Kim holding: 266,236,182 equal 5.0028% 4. And PAC (i) proposed acquisition of additional interest in TA Global Berhad (“TAG”) via a proposed conditional voluntary take-over offer (“Proposed VGO”) by TAE to acquire up to 2,119,389,362 ordinary shares in TAG (“Offer Shares”), representing up to 39.83% equity interest in TAG, for a consideration of RM0.28 per Offer Share which shall be satisfied by way of the following: (a) a cash consideration of RM0.28 for every 1 Offer Share surrendered ("Cash Option"); or (b) a share exchange based on an exchange ratio of 0.4211 new ordinary share in TAE (“TAE Shares”) to be issued at an issue price of RM0.665 each for every 1 Offer Share surrendered; and
(ii) Proposed issuance of up to 550,539,554 new TAE Shares at an issue price of RM0.665 each to be subscribed by Datuk Tiah Thee Kian to fund the Cash Option pursuant to the Proposed VGO.
The proposal mean Datuk Tiah and PAC will exchange his TAGB share for TAE share. And in addition TAE will issuance up to 550,539,554 new TAE share at RM 0.665 for sum RM 366,108,803 to TAE so that TAE will have enough cash to offer the balance TAGB shares not own by TAE, Datuk Tiah and PAC at RM 0.28 for those prefer a cash offer.
Most likely the TAGB independent directors will advice TAGB shareholders to accept share exchange with TAE rather than the cash offer of RM 0.28.
請注意 :“ In accordance with Paragraph 3.06 of the Rules on Take-overs, Mergers and Compulsory Acquisitions, the Board has appointed BDO Capital Consultants Sdn Bhd to act as the Independent Adviser to advise the non-interested holders of the Offer Shares, and provide its comments, opinions, information and recommendation in relation to the Offer. ”
The collective shareholdings of Datuk TTK and the persons acting in concert with him in TAE are currently above 33% but below 50% (i.e., 42.37% as at the LPD). Upon the issuance of the Consideration Shares and Subscription Shares, Datuk TTK’s shareholding in TAE may increase by more than 2% and therefore trigger the creeping threshold. Datuk TTK will be obligated to extend a mandatory take-over offer (“Potential MGO”) pursuant to Paragraph 4.01(b) of the Rules on Take-overs, Mergers and Compulsory Acquisitions (“Rules”) to acquire all the remaining TAE Shares not already owned by him and the persons acting in concert with him. For information purposes only, the offer price will be a cash consideration of at least RM0.665, being the highest price paid by Datuk TTK to acquire TAE Shares within the 6-month period prior to this announcement. If TAE declares, makes or pays any Distribution on or after the date of the Notice but before the closing date of the Potential MGO and holders of TAE Shares are entitled to retain such Distribution, Datuk TTK will reduce the offer price by an amount equivalent to the net Distribution per offer share that is entitled to be retained by the holders of TAE Shares. The notice of mandatory take-over offer will be served immediately upon Datuk TTK’s acceptance of the Proposed VGO.
The take-over is conditional on TA Enterprise's shareholders approving the take-over of TA Global at an EGM to be convened. Simple majority sufficient.
If there was no coronavirus threat, I would have bought TA kao kao. But now have to be cautious. Mainly because TAGB hotels are in hot spots for China tourists. 2 in THailand, 1 in singapore, 1 in Kunshan, China, 1 in Vancouver, Canada and 2 in Sydney and Melbourne, Australia. These hotels are the main revenue stream for TAGB and TA. Properties business is slow and difficult to see into the future. If situation changes for the better, Yeah I would buy TA. Have to wait and see.
Sslee Are you sure can sell back to Datuk in 3 months time ?
What percent of minority shareholders approval TA needs to swallow TAGB?
Assuming they do so, how long before Tony issues MGO to shareholders to privatize TA?
What if it is another failed attempt and meanwhile he keep accumulating 2% every 6 months for an additional 4% over a one year period.
Another question I have : Is he compelled to issue MGO if through new subscription of shares in TA @ $0.665 increases his shareholding to above 50% ? Is he not allowed to continue to accumulate in open market without MGO and go all the way to 75% ?
Hope you or anyone else can provide some information, thank you.
Dear all, The collective shareholdings of Datuk TTK and the persons acting in concert with him in TAE are currently above 33% but below 50% (i.e., 42.37% as at the LPD). Upon the issuance of the Consideration Shares and Subscription Shares, Datuk TTK’s shareholding in TAE may increase by more than 2% and therefore trigger the creeping threshold. Datuk TTK will be obligated to extend a mandatory take-over offer (“Potential MGO”) pursuant to Paragraph 4.01(b) of the Rules on Take-overs, Mergers and Compulsory Acquisitions (“Rules”) to acquire all the remaining TAE Shares not already owned by him and the persons acting in concert with him. For information purposes only, the offer price will be a cash consideration of at least RM0.665, being the highest price paid by Datuk TTK to acquire TAE Shares within the 6-month period prior to this announcement. If TAE declares, makes or pays any Distribution on or after the date of the Notice but before the closing date of the Potential MGO and holders of TAE Shares are entitled to retain such Distribution, Datuk TTK will reduce the offer price by an amount equivalent to the net Distribution per offer share that is entitled to be retained by the holders of TAE Shares. “The notice of mandatory take-over offer will be served immediately upon Datuk TTK’s acceptance of the Proposed VGO “.
Note: Datuk TTK and PACs in TAG collectively hold 816,267,920 TAG Shares, representing 15.34% of the TAG Shares in issue. Hence the acceptance of conversion of this block of TAG to TAE (more than 2% TAE enlarge share in issue) will trigger TAE conditional MGO and the notice of mandatory take-over offer will be served immediately upon Datuk TTK’s acceptance of the Proposed VGO which is 21st day after the VGO posted date to TAG shareholders.
Thank you Sslee By the way when he converts 816,267,920 TAG shares, he will obtain another 300+ million TA shares !!!! What will be his new percentage stake in TA after adding the new shares he plans to issue to himself @$0.665 ?????
Wa lao eh his shareholding in TA will rocket up !!!!
Anyone knows to what level ? Especially if most of TAG shareholders take the cash option, which means fewer shares issued to minority shareholders !!!!
The actual value of TAEnt is RM3.01 per share as the TAGB's assets are not revalued. Tony Tiah is getting 550,539,554 new TAEnt shares at RM0.665 per share. He is paying just a mere 22.1% of the the actual value.
Just from the new shares issuance alone, he is quietly gaining RM2.345 per share or RM1.291bil from this deal.
Dear all, Datuk Tiah will only be allocated those opt for cash option of Rm 0.28 VGO from offeror TAE (The cash is fund by Datuk Tiah subscribe to new TAE shares at RM0.665) If no one opt for cash optoon then no new issue of TAE shares to Datuk Tiah except shares exchange of TAG to TAE where Datuk Tiah and PAC already commite to exchange their current holding in TAG shares to TAE share at ratio 1: 0.4211
Haha The TAE EGM is by simple majority of all the TAE shareholders attending the EGM. Not by non interest share holders because TAE shareholders are all interest shareholders. Beside paying 28 cents for NTA of 59 cents is not share dilution but share value enhancement.
Can someone explain why only tony can subscribe for tae shares at 66.5 cents and not a rights issue where all existing shareholders of tae can subscribe at such a heavily discounted price of 66.5 cents .. why why
You're taking a risk by buying TA now because MGO for TA may turn out to be conditional. Will only be less risky if offer is unconditional. If everyone takes share swap option, Tony tiah will hold less than 50% and no one will sell TA to him at 66.5sen because it's too cheap.
What u mean dilution? U need to take into account the value of TAG which is at least RM2billion more than what u see in the NTA now. Look at the independent valuations of some of the TAG properties in the takeover document.
Basically Tony Tiah is pumping in his own money and yes, he benefits big time but the other shareholders also benefit a lot. So in the end our % stake in TAE become smaller but the value of that stake actually becomes higher than before.
If need TAG shareholders vote, then sure fail because 28sen is cheating so bad. But all TAE shareholders will benefit big time by taking TAG private at such ridiculously low price.
Haha, There are many property companies selling below NTA. Example: KSL the three brothers happily collect their director salary and buying from open market KSL share and refuse to pay dividend against KSL formal dividend policy.
You can also learn from TSVT just sell down bjland to compile with 85% shareholders spread and now bjland is at 18 cents.
If Datuk Tiah did not offer VGO, I think TAG will also drop to 18 cents.
Sslee of course if you compare tony with crooks , he will look like angel but his action is exactly like crook 1. why can't TAE just privatized tagb via share swap without the VCO to him? 2. cannot be TAE don't have or not able to raise the 300++ million?
the whole exercise is designed to take advantage of minorities shareholders with a big should "SO WHAT......................." nothing is done to unlock value for all shareholders to enjoy the fruits of trusting him mind you, he and his family members are paid using shareholders money to deliver value and not to con them.
Sadly, i believe the law allows this. Unless the authority do something, more people will exit from investing in Bursa
Post a Comment
People who like this
New Topic
You should check in on some of those fields below.
Title
Category
Comment
Confirmation
Click Confirm to delete this Forum Thread and all the associated comments.
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....
singh1
1,008 posts
Posted by singh1 > 2020-02-12 23:13 | Report Abuse
cch1025 We are more or less in the same boat. Yeah it is incredibly unfair to those that bought at much higher price.