Relax guys. When CENSOF bought over 45.03% of TEB, they are required by Securities Commission's Code of Take-Overs & Mergers to make a Mandatory General Offer (MGO) [>30%] for the remaining shares (54.97%) in TEB.
TEB is advising the shareholders to reject the offer because it is NOT FAIR if you read the independent advisory issued to shareholders. If you read further, the TEB board mentioned that it is NOT the intention of CENSOF to privatise TEB. They also noted that CENSOF acquired 45.04% of TEB to leverage on TEB's resources & infrastructure. One can only speculate that the infrastructure mentioned is Dagang.Net & ties with Customs department? This play is superb, giving a life line to a loss making company and synergizing for GST play.
Current situation is good for both Censof and Time Engineering:
When Censof officially becomes the major and dominant shareholder in Time, it will effect management changes to drive up Top line & Bottom Line in Time Engineering and this will benefit both Censof and Time Engineering share prices going forward.
Censof will do a much better job than Khazanah in driving up top line & bottom line in Time Engineering...I wont be surprised that top & bottom line of Time Engineering will increase significantly once Censof becomes the official DRIVER of Time business...
It would be timely now to take positions in Time Engineering shares as the worst is already over for Time Engineering....
Investors in Time and Censof shares can really look forward to blue skies ahead....
lol quite worrying la as I have a pretty big chunk invested here but dont panic guys. I think it is just a regular market downturn which will correct itself soon. mahai I went it at 0.63, T_T
censof is could be long term invest cause the GST project haven't started. now consider low price yet. Don't worry. Market share got up and down if your company have good future nothing need to worry, investor might scare and quit for awhile only once they feel market is stable they will come back to this counter again.
Yeah this is a long term/investment counter. Can def. see gains in 6-12 months if you hold. Not a counter for speculators. Of course la it will be painful for those looking to make a quick buck...heh
RCN circular has information that perplexed me. Censof has used the FLOATING conversion price of 0.3344, so 100 million nominal RCN will be converted to 299+ million of shares. ACF( Subscriber) will surely be one of the majority shareholders. Yet it is stated that it is the right of Censof not to let the subscriber be the majority shareholder. Why would Censof use such a ridiculous low price at 26-29th August 2013 for floating price fixing? Majority shareholders (SAAS Holdings)was dumping the shares then. Any collusion here?
As I understand from the circular, the proposed private placement of RM100m RCN will be issued in 4 tranches with the 1st one for RM25m redeemable by 2016. Whether to pursue with the remaining 3 tranches or not is an option of Censof.
The conversion price is at the discretion of the subscriber which can either be at the Fixed Conversion Price (Tranch 1 is at 0.6034) or at the Floating Conversion Price based on 88% of the average closing price on any 3 consecutive mkt days. If the minimum scenario was to occur, the issued shares will increase from 377,730,000 to 672,546,000 while if the maximum scenario was to occur, it will increase from 377,730,000 to 724,991,000.
Either way, there is a dilution in the EPS. In the long term, how much dilution there is would depend on how positively the funds from the RCN exercise contributes to Censof earnings.
If subscriber(ACF) thinks that Censof is bullish, it will subscribe at the fixed sub price which is RM 0.6034.(call option) If ACF thinks that Censof is bearish, it can wait for Censof to drop to RM 0.3344 to subcribe (Put option). When Censof needs the money, it will call for the 1st tranche. Surely ACF will take the call option cos the chance of Censof to go northward is higher than it revisiting 0.3344. So you can see it is a win win situation for both Issuer n Subscriber. As and when more strategic acquisitions and more OBB awards are announced, Censof will call for 2nd, 3rd and 4th tranche. Of course with higher call option price than 0.6034. ACF is required to sell Censof shares before the next tranche so that it will not be a majority shareholder. There will not be major share dilution especially when Censof price goes up further. Censof management choice of this form of financing is commendable. Financing cost lessens as the share price goes up. So guys you should infer what the support level and entry level be.
Forwardinvestor, if I understand your right up, come Dec its going to be north bound with further fueling from Q3 results and awarding of new contracts. Also thanks for your right ups, do get some understanding on things like RCN.
Hi guys. I was reading the circular with interest. Please correct me if I am wrong on the following understanding on Censof's Redeemable Convertible Notes (RCN):
(1) RCN is NOT issued yet. It was first proposed on 14 May 2013 and conditionaly approved by Securities Commission (SC) on 25 Oct 2013. CENSOF is calling for EGM on 29 Nov to discuss this which is one of the pre-requisites requested by SC. Btw, according to news, this is the first RCN issued in Malaysia.
(2) RCN is actually a convertible bond with both a fixed & floating conversion mechanism. It is used to raise money without giving voting rights to Subscribers. Basically Censof needs money for the upcoming projects maybe for the GST / Myanmar venture. They are raising funds by issuing RCN instead of shares so CENSOF maintains control of the company since RCN has no voting rights. The beauty of RCN is that Subscribers are entitled to 2% interest p.a. and can convert it into shares if the price is right within 3 years (2016). It is like issuing a bond with rights for subscribers to convert to shares or company to redeem back the notes.
(3) The two methods for RCN's price conversion to shares are FIXED or FLOATING which the Subscribers can choose when they convert. The figures given in the circular are EXAMPLES (illustrative) only. I believe the Floating conversion price is taken by taking the average of 3 consecutive closing prices out of the 45 market days before conversion x 88%. The example given is referencing the prior 45 market days - just an example. Actual price should be taken when conversion takes place - that is why it is called FLOATING.
(4) RCN is divided into 4 tranches with Tranche 1 further broken down into 20 sub-tranches (RM1.25 mil each). Censof has the discretion not to issue Tranche 2,3,4. Tranche 2,3,4 Fixed Price have not been determined.
(5) With this arrangement, the major shareholders should be more inclined to maintain a HIGH & STEADY share price since conversion will defeat the purpose of issuing RCN in the first place unless the company is not doing well. IMHO (pls take with pinch of salt), it is in the interest of major shareholders to maintain price of at least 0.6034/88% = RM0.685 for Tranche 1. This is simply because if the shares are cheaper, each RCN of RM50k can be converted via Floating Price conversion into more shares = more control of company. In other words, as an example, RM25mil for Tranche 1 if converted can either be 10% of company (41 mil shares) or 12% of company (47 mil shares) from the current market cap of RM230.42mil.
(6) For the RCN Subscriber (AOF), it is also in their interest to allow the share price to trend up until at least after 2015. This is because their 'rights' for conversion last 3 years and they already have 12% gain in their pocket (conversion with Floating Price). Imagine if the GST play works great and the share price trend up to RM1.80 by 2015 after all the financial gains from 2014 are realized, we are talking about > 200% gain. If I am AOF and they have the money to 'lend' to CENSOF via RCN, why take profit now, ride it til end of 2015 or beyond. Anyway, in general, people buy bonds for certainty in income. I have to say they are the biggest gainers here should the company do extremely well and still gain if it doesn't.
(7) Lastly, this RCN is old news. The first announcement of CENSOF's proposed RCN is on 14 May 2013.
RCN aside, IMHO (assumptions) the price action on CENSOF last week was due to some foreign fund exits & market sentiments. +ve sentiments should have returned after last Friday. The question is whether you believe in this counter to buy on dips.
just an correction will be continue shine after this. in addition Today is IPO Listing for Berjaya Auto Berhad IPO Price is 0.70 now is 1.95 gain 1.25. All investor now concentrate on that counter.
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....
Qiii
166 posts
Posted by Qiii > 2013-11-12 12:09 | Report Abuse
Relax guys. When CENSOF bought over 45.03% of TEB, they are required by Securities Commission's Code of Take-Overs & Mergers to make a Mandatory General Offer (MGO) [>30%] for the remaining shares (54.97%) in TEB.
TEB is advising the shareholders to reject the offer because it is NOT FAIR if you read the independent advisory issued to shareholders. If you read further, the TEB board mentioned that it is NOT the intention of CENSOF to privatise TEB. They also noted that CENSOF acquired 45.04% of TEB to leverage on TEB's resources & infrastructure. One can only speculate that the infrastructure mentioned is Dagang.Net & ties with Customs department? This play is superb, giving a life line to a loss making company and synergizing for GST play.