Independent adviser recommends shareholders reject ‘not fair, not reasonable’ Pimpinan Ehsan takeover offer
KUALA LUMPUR (March 22): The takeover offer of Pimpinan Ehsan Bhd (PEB) at a cash offer price of RM1.07 a share by Pitahaya (M) Sdn Bhd is deemed not fair and not reasonable, according to independent adviser TA Securities Holdings Bhd.
PEB’s four non-interested directors Shamsiah Hashim @ Abu Bakar, Ibrahim Topaiwah, Jumsi Batri and Mohammad Emir Taufiq Ahmad @ Ahmad Mustapha concurred with the adviser’s evaluation and recommendation to reject the takeover offer.
“The offer is ‘not fair’ in view that although the offer price is higher than the estimated value and market prices of PEB shares up to the LTD [last trading day], the offer price is lower than the market prices of PEB shares after the LTD and up to the LPD [latest practicable date],” said the independent adviser in a circular note today.
The offer price is higher than the daily volume weighted average price (VWAP) of PEB shares since the listing and up to the LPD of March 15, 2021, representing a premium of seven sen (7%) over its last traded market price on the LTD of Feb 18, 2021, and a premium of between 7.81 sen (7.87%) and 11.15 sen (11.63%) over the five-day, one-month, three-month, six-month and one-year VWAPs up to the LTD.
TA Securities said the offer is not reasonable as PEB shares will remain tradable on the Main Market of Bursa Securities and hence, the holders will still have the opportunity to realise their investment in PEB shares at the prevailing market prices in the open market after the closing date (although there is no assurance that PEB shares will continue to trade at the current price levels and trading volume after the closing date).
“The offeror and ultimate offeror intend to maintain the listing status of PEB on the Main Market of Bursa Securities.
“The offeror and ultimate offeror do not intend to invoke the provisions of Section 222(1) of the CMSA [Capital Markets and Services Act] to compulsorily acquire any remaining offer shares for which valid acceptances have not been received before the closing date even if the conditions stipulated in Section 222(1) of the CMSA are fulfilled.
“Premised on the above and the evaluation of the offer by TA Securities, TA Securities is of the view that the offer is ‘not fair’ and ‘not reasonable’. Accordingly, TA Securities recommends that you ‘reject’ the offer,” it said.
On Feb 19, PEB announced that it had received a notice of unconditional mandatory takeover offer from Pitahaya after Pitahaya together with the parties acting in concert with the company acquired a total of 45.29 million shares, representing approximately 65.5% of the equity interest in PEB.
The group noted Pitahaya is offering RM1.07 per share in PEB, to be satisfied entirely in cash, representing the highest price paid by Pitahaya for the purchase of the PEB shares.
At the time of writing today, shares of PEB had fallen four sen or 2.72% to RM1.43, valuing the group at RM98.85 million.
BLUE OCEAN STRATEGY by Korean Harvard Prof applies well in stocks.
The # 3 BEST way i.e. NEW.OWNER.PLAY is what we want to target n focus on every year. When enter right n lucky, multi baggers r sure to come true, not just in our dreams. EURO up 88 times in 10 months. Can u imagine that ?
EX: If EURO or KPOWER owners buy another plc = we will follow him n him .,. .,.
@winetime, please enlighten us. Since you have #1REGRET (huge regret in your investment career) not buying this company, means you are not holding any shares currently. Otherwise why regret? So if you are not holding why write long essay to defend the stock? Just buy in lah! If you are holding some shares why you are still having huge regret???
Summary from yesterday live interview -Intend to maintain the listing status of PEB -completion of SSA, December 2021 -330MWp Bukit Kayu Hitam solar power plant will be complete on end of 2022 -All operating assets are profitable, cashflow are positive -long-term earning visibility with an average of 20 years remaining PPA tenure for all existing solar power plant
Future company plans -to acquire more large-scale assets in local solar industry -to expand to SEA & Asia where there is strong demand for clean energy -to expand into other RE, eg. hydropower plant -become a pure play RE company, 1 GWP target in 3-5 years
It is just simple maths. The owners of reNikola will be getting hundreds of million of PEB shares at RM1.07 per share whilst we here are buying at RM1.75 per share, almost 70% more. Even if we have gotten the shares at RM1.50 when it dipped a bit recently, we are still paying way too much.
One simple question, if PEB is worth so much, why the issue price to reNikola is only at RM1.07 per share ?
Another way of looking at it, PEB buys reNikola for a "fair value" and issues shares at RM1.07 per share.
If it is already fully valued when PEB buys reNikola at RM1.07 per share, how do we explain for the difference between the current market price of RM1.75 and RM1.07 ?
The only answer is either of the two:
PEB gets a good bargain and buys into reNikola cheap, or we buy into PEB expensive.
Assume yourself the owner of reNikola. Would you sell your asset ("deemed hot sector" by everyone) cheap into PEB ?.
At what value would you sell ? .
In this case, the real owners of reNikola would only sell the asset for RM1.07 per PEB share and nothing more.
Going by the above, I would feel compelled to say that at RM1.75 we do buy into PEB expensive.
I presume I will get a lot of hatred for the above comments, so I will not comment anymore from hereon till the new hundreds of million PEB shares are issued to reNikola owners.
Or till new information are available to better assess the value of PEB.
Assuming reNikola asset worth RM10million at the issuing price of RM1.07 they should recieved 9,345794 share of PEB.IF PEB value its share at RM1.50 therefore they only recieved 6,6666666 so which one they prefer of course they want PEB to value it's share at lower price
It's not for owners of reNikola to say what PEB share price they want it to be issued. It is based on the valuation of PEB. There are independent directors on board of PEB that will assess "fairness" of PEB share price
1) Why reNIKOLA prefer reverse take over, not IPO ?
2) How reNIKOLA raise the fund to build 330MWp ( around 250MWac) solar power plant in Bukit Kayu Hitam ? FYI, in LSS4, KPower estimates RM 160 millions to built 50MWac solar power plant.
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Posted by xetambaya > 2021-03-23 16:09 | Report Abuse
back to rm 2 this week