I agree for long term or even short term, takeover of Triplc is good deal for Puncak as concession biz is easy biz and no much risk and recursive. Just not sure they can complete the deal by 2nd quarter of this year? They key is Rozali cannot vote in both Triplc and Puncak EGM in this deal, possible he has to ask his geng to buy more share in Puncak and triplc to vote yes for this deal?
Jay, I am merely asking SC to require Puncak offering minority shareholders not trusting the TRIPLC or plantation deal a capital repayment in exchange for their shares in Puncak. After that, whether Rozali is still keen to takeover TRIPLC at 310 million is really not my concern anymore, cause I'm no longer a minority shareholder then. If Rozali takes private TRIPLC at RM 310 million through a privatized Puncak, congratulations to both of minority shareholders of Puncak and TRIPLC!
Best wishes to all retail investors in the Rooster Year of 2017
Jay, Triplc is expected to submit its proposal to the SC within 2 months from the announcement date. It has to provide details on how it plans to utilise the proceeds, right ?
@kahhoeng of course I get your intention, it's just not feasible logically or legally. same reason why minority shareholders couldn't get Vincent Tan or Tan Teng Boo to buyout the shareholders even though the price trade below market value/cash value
so despite your best intentions, I'm afraid you are wasting yours and others' time. the only impact is you will let puncak knows there is this small group of unhappy shareholders. just voice out in AGM/EGM would have achieved the same impact
I don't know about the others, but does anyone feel annoyed by how rMoi always leave his/her comments? you know, just because your content is blank doesn't mean you have to put in so much blank spaces to show it
Jay, this has been voiced out to Rozali in AGM already, with share price traded at such a huge discount to cash in hand, there's sign of money being squandered away. That's why I need SC action, hopefully I can persuade SC to look into it seriously. Anyway, best wishes to all.
it's actually in his best interest to go ahead. his flagship company puncak will continue to struggle without a proper biz in the short term and if inject a biz, better inject one of his own.
but that said in life anything is possible. at least Triplc should survive just fine without Puncak, but not the other way round
Knowledgeable person should get his cash for his Puncak first, before teaching Triplc shareholders what to do .... all the while good in rhetoric, scolding other ppl and act like expert are not enough to convince other ppl .....
I suspect triplc won't submit so soon. if you notice, puncak needs sc clearance for change in biz direction. so before sc clears puncak, bursa can't approve puncak and triplc circulars, so maybe triplc is waiting for the go ahead. just my theory
seriously, you think no one thought about the "genius" cash option before? no one did it because there's no legal grounds. selected capital reduction is an alternative to a takeover/privatisation and it has to be extended to everyone other than the offeror, not selected group of minorities. and there's no such thing as shareholders ask regulator to order the company to privatise it
if SC open the floodgates (which is idiotic both from regulator and market observers' point of view), hundreds of cash rich companies will disappear from Bursa in months. start from BJCorp, Insas, Farlim, ICap etc.
Err... I am merely making suggestion based on what I am facing in Puncak, a company holding over 1 billion cash traded less than 500 million with TRIPLC and Puncak seem to share similar major shareholder
nothing personal, sorry if I sound harsh. but one needs to understand that good intention doesn't excuse ignorance. we need to understand what we can do and what are simply time-wasting efforts. it's fine if you have time to spare, but don't waste that of others. just my 2 cents
Jay, Puncak has net asset of 3.41, cash of 2.50, trading around 1.00. TRIPLC will be receiving 3.10 per share if the deal gets through. How would you know if TRIPLC, with common shareholders of Puncak, won't be getting the same fate? I am pointing it out because I got trap in Puncak and hope others investing in TRIPLC is aware of the situation and won't fall into the possibility of ending up with the same trap.
it's commonly known as value trap. that's why investing solely based on net assets or net cash is not advisable. there are some differences between Puncak and Triplc.
Triplc will be a PN16 counter which means they can't touch the cash without approval and they will need to regularise their condition within 12 months, most likely an RTO. that's why Triplc is actually closer to Tecnic or Abric.
Puncak's problem is they still have some loss-making assets and very bloated overhead expenses. Plus, they have a free hand in managing the cash and has unlimited time for them to do so. I agree that the plantation deal was relatively pricey and has long gestation time but for Triplc deal, it's Puncak who actually got a better deal than Triplc if you ask me
Jay, I'm not against any Puncak board's deal IF there's a capital repayment option of at least 2.50 for minority shareholders opting to sell their shares. I can't really comment on TRIPLC because I'm not particularly keen with its businesses, no matter how profitable it's. Similarly, I am placing out the comment only because I am trapped in Puncak thanks in part to CIMB's rosy valuation without warning the characters of Rozali and only signaling concern over 'future' after share price plummeted (jokingly, after I emailed my concern to CIMB, they cease coverage on Puncak, as if to 毁尸灭迹.) Given Puncak and TRIPLC are sharing the same controlling shareholder, there's no telling Rozali won't do the same to TRIPLC. Looking at TRIPLC share price now, there's a potential, and that's why I am suggesting TRIPLC shareholders to voice out a cash for share option, whether the deal will go through or not.
that's why I say you don't understand. there's no partial capital repayment, it's either straight takeover via offer or capital reduction. if they want to sweeten the deal, pay dividend, that's all they can do and what shareholders can demand within the legal framework
if you want otherwise, you have to change the laws first. just like our parliamentary system, leader of coalition that wins the majority seats is PM, pakatan can either win the election or ask to change the laws, but they cannot ask now for direct voting for PM like US
honestly do you expect the analyst to talk bad about rozali's character in a publicly available report? he can get sued for that. warning about the future is as good as they can do
According to the revised Malaysian Code on take-over and Merger 2016 , thé code sets out 12 general rules to be observed and complied with by all persons engaged in any take-over or merger transaction . Code 2 reads: " The acquirer or offer or and the offeree's board of directors must act in good faith in observing the general principles in the Code and any SC guidelines, directions , practice notes and ruling. All shareholders must NOT be oppressed or disadvantaged by the treatment and conduct of the acquirer or offeror or of the offeree'a board of directors." Can minority shareholders who feel oppressed and disadvantaged use this new code to appeal to SC to stop the deal? Please give your valuable opinions .
No because takeover code governs takeovers, not normal corporate deals, those are under Bursa listing requirements.
btw, that's my point why a capital repayment to selected minority shareholders is not legally possible because that would be oppressive on the others. if you extend to everyone then it's a takeover already. SC cannot force major shareholder to takeover his own company
Jay, not getting your 'oppressive on others'?!? I am merely asking the BOD to offer those disagreeing to TRIPLC or plantation deal an exit at cash per share of at least 2.50. If Rozali as majority shareholder and Chairman of Puncak also not finding the deals to be good, he also can choose to go. Those agreeing with the deals can then stay to absorb TRIPLC and plantation deal plus other free assets for free. Of course, if too many decide NO to the deals and choose to go, those staying will of course not able to buy TRIPLC or plantation accordingly, but they will be awarded 2.50 per share plus other assets for FREE.
Also, don't worry. From my understanding, there are at least 2 shareholders not opposing with TRIPLC or plantation deals, not complaining and can be extremely happy with the deals. They are Rozali and LTH who together control more than 50%, so ample cash to acquire TRIPLC and the plantation. If Rozali is not agreeing, the deals could not have been presented. If LTH is not agreeing, when I invited them to meet SC, they would have joined.
if rozali offers to you and not to others, that's "oppressive" to them. if he offers to everyone then that's a privatisation. if he offers 2.50 today do you think anyone with a sane mind won't take it? you could argue that puncak is trading at around RM1 thanks to that cashpile, without which Puncak is worth almost nothing. so why would rozali just give it away when he needs it to finance the acquisitions?
like I said before, triplc shareholder has much less to worry compared with Puncak. from day 1 we already knew that puncak side most likely is going to go through (only 50% needed), it's triplc side where minority shareholders may reject the deal since they are now aware of the deep value of triplc's land and concessions. and even if the deal fails, triplc can look forward to better earnings while puncak continues to struggle and wait till the plantation matures
haha i understand it's hard to be civilised when stuck with big losses. if buy, rmoi don't like it. don't buy, puncak die faster. management will just happily take salaries and fees by doing nothing
usually if you want to ask for extension you have to show some progress, e.g. already in negotiations etc. then bursa will likely grant you extension. from my experience, Bursa is more lenient towards troubled companies like PN17, because if delisted shareholders get nothing
for triplc case, if deal goes through then it's full of cash. without valid reasons, bursa can always order it to return cash back to shareholders and delist if they fail to make any progress upon deadline. it won't hurt the shareholders
lousy deals are always possible, that's why all net cash should be applied some discount for leakages etc. but for PN16 companies, regularisation plan has to go through SC. most of the bankers told me they are not really scared of Bursa but more on SC because SC really have a lot of free time and will pester you with queries if they are not satisfied with the plan
to put it simple, if two companies are in net cash, always go for the PN16 one, at least there are more safeguard provisions so that the company doesn't have complete freedom to do what they want
actually I don't really mind if the deal falls through. triplc concession biz is pretty simple and profitable. and MARA will always have more universities to build. we also know they have plenty of valuable land which they can monetise once property industry recovers.
so triplc shareholders should just sit back and relax until earnings come through. deal go through you get a cash company. deal fail you get a stable profitable concession company.
for puncak shareholders? expenses itself will kill the company slowly while you can only pray that the plantations will bear fruits earlier before the company is dead
Jay, like I said, any deal is OK, so long an alternative cash-out option is offered, whether you are calling it a privatization or not. If Puncak BOD is so confident with the TRIPLC, and most shareholders are supporting them, good, it will stay as a listed company. If Rozali can't get the support, he can privatize both TRIPLC and Puncak and siok sendiri and laughing all the way to the end with the best asset ever purchased, just hope he is not impairing it again and again... Just so you know, TRIPLC got land, so is Puncak, a 250 acres in Ijok, Kuala Selangor, supposedly a good area suitable for property development already. So, its not just TRIPLC holding on to 'valuable' land.
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Posted by davidtslim > 2017-01-27 00:48 | Report Abuse
I agree for long term or even short term, takeover of Triplc is good deal for Puncak as concession biz is easy biz and no much risk and recursive. Just not sure they can complete the deal by 2nd quarter of this year? They key is Rozali cannot vote in both Triplc and Puncak EGM in this deal, possible he has to ask his geng to buy more share in Puncak and triplc to vote yes for this deal?