14 SEPTEMBER 2015 FOR IMMEDIATE RELEASE PUNCAK NIAGA HOLDINGS BERHAD (“PNHB” OR “COMPANY”)
LATEST STATUS ON :- (I) PROPOSED DISPOSAL BY PNHB OF THE ENTIRE EQUITY INTEREST AND CUMULATIVE CONVERTIBLE REDEEMABLE PREFERENCE SHARES HELD IN PUNCAK NIAGA (M) SDN BHD TO PENGURUSAN AIR SELANGOR SDN BHD (“PROPOSED PNSB DISPOSAL”)
(II) PROPOSED DISPOSAL BY PNHB OF 70% EQUITY INTEREST HELD IN SYARIKAT BEKALAN AIR SELANGOR SDN BHD AND RM212.0 MILLION NOMINAL VALUE OF REDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS TO PENGURUSAN AIR SELANGOR SDN BHD (“PROPOSED SYABAS DISPOSAL”)
(COLLECTIVELY REFERRED TO AS “PROPOSED DISPOSALS”)
We refer to the conditional sale and purchase agreement dated 11 November 2014 signed between Puncak Niaga Holdings Berhad and Pengurusan Air Selangor Sdn Bhd (formerly known as Temasek Tiasa Sdn Bhd) (“Air Selangor”) (“SPA”) on the Proposed PNSB Disposal and Proposed SYABAS Disposal for a total cash consideration of RM1,555.3 million.
The above SPA was signed with the full support and consent of the Federal Government whereby it is the intention of the State Government of Selangor to consolidate / restructure the water industry in the State of Selangor and the Federal Territories of Kuala Lumpur and Putrajaya (“Selangor Water Industry”) and for the Selangor Water Industry to be managed by the State Government of Selangor (Consolidation / Restructuring of the Selangor Water Industry”) and for the Federal Government to expedite the construction of Langat 2 and the related trunk distribution system.
Under the terms and conditions of the SPA, all conditions precedent were supposed to have been fulfilled on 12 January 2015 (“Stop Date”) whereby upon completion of the SPA, PNHB will hand over its water concession business in Selangor under PNSB as well as SYABAS to the State Government of Selangor and in return, the State Government of Selangor will pay RM1,555.3 million to PNHB.
This Stop Date has been extended for seven times to enable the pending issues related to the water asset transfer between the State Government of Selangor and the Federal Government to be resolved. The latest Stop Date being the Seventh Extension of Time of the SPA fall due on 14 September 2015.
To date, we understand that Air Selangor is still not able to fulfill the conditions precedent in the SPA and there is a need for a further extension (eighth extension) of the Stop Date before the Proposed Disposals can be completed to facilitate the Consolidation / Restructuring of the Selangor Water Industry to be managed by the State Government of Selangor via its state-owned entity, Air Selangor.
The negotiations on the restructuring of the water services industry has taken a long time since February 2008 before the SPA was finally signed between PNHB and Air Selangor on 11 November 2014. However, the SPA has not been completed and the delay in the completion of the entire Consolidation / Restructuring of the Selangor Water Industry by the Federal Government and the State Government of Selangor has inadvertently resulted in severe repercussions and inconvenienced the consumers in Selangor and the Federal Territories of Kuala Lumpur and Putrajaya of their rights to treated water.
As at to date:-
(1) The treated water reserve margin is below 1% and this decrease to negative during peak hours and the situation is extremely critical.
(2) The authorities have suspended SYABAS Capital Expenditure (“CAPEX”) and to date, only 1,020 km of old AC Pipes have been replaced. However, only a very small portion of pipe replacement programmes are allowed by the authorities based on the level of urgency.
(3) The Non-Revenue Water (“NRW”) cannot be reduced and may keep increasing and is currently sustaining at below 32%. When SYABAS took over from Perbadanan Urus Air Selangor Berhad (“PUAS”) in 2005, the NRW level was 42.78%. SYABAS managed to reduce it to 33% in 2008, just three (3) years after the takeover via an intensive NRW programme. However, since the programme was stalled since 2008 pending the restructuring of the water services industry, the NRW level will keep increasing if no action is taken and this will also directly aggravate the current water shortage problem faced by the consumers.
(4) A total of 961 new development projects as at 31 July 2015 continue to be put on hold due to lack of treated water supply.
Rozali just spilling some gas. Azmin said 01 Oct so of course 14 Sep got to be extended anyway Rozali just extended another 14 days to Air Selangor--just in case.
cheoky, what's left now is for Selangor state government to provide 2 billion worth of asset as collateral to get loan from federal to fund the takeover from Puncak. Thought that's understood by the market, no?!? Is market has so little faith with Azmin/federal to get the final stage done?
I have move my trekker to other project but i still think what ever left to be finished is still around 01 Oct. To get 2 billion cash, states got to transfer all the titles to Paab first ( i think it is on the way--this week )
There are 9 conditions precedents to be fulfilled by Air Selangor in the SPA. These are mainly approvals from various stakeholders. I wonder which of these is not yet fulfilled and can be a show-stopper?
SinGor, I think you got a good point. Azmin did said 1st Oct and of course Puncak's deadline for the seventh extension expired to-day. So just be patient which I feel will be rewarded.
It's a final extension from today is due to the fact that Air selangor only target to take over syabas and Pnsb by 1 October as publish in the news when both state and fed seal 4 agreement last week. Therefore, all within stipulated timeframe.
To recap : Ongkili said with the sealing of the agreements, Pengurusan Air Selangor Sdn Bhd (Air Selangor) should finalise the takeover of Puncak Niaga (M) Sdn Bhd (PNSB) and Syarikat Bekalan Air Selangor (Syabas) within two weeks when the master agreement comes into force on September 9.
The condition precedent in the Master agreement between state and fed has effective become unconditional after signed 4 leaseback and license operation agreement and inforce on sept 9. With these, Air selangor will transfer 2 billion of state water assest to PAAB as collateral in exchange for RM 2 b cash.
Then, after received these cash, Air selangor able to use rm 1.55 bil to pay Puncak in order to take over syabas and pnsb, to seal the last and final condition precedent in SPA sign between Puncak and air selangor.
guess market has no confidence or reservation on the completion of water restructuring. probably that's why the price is so low currently. if so, once a deal is confirmed, price is going to shoot. Question is, who holds the answer or really know the progress except Azmin and Ongkili, probably should add Najib too?
I hope the announcement by Roxali will spur Air Selangor to expedite the fulfillment of all the conditions precedent well before 1st October as promised by Azmin.
Suddenly felt life is a communist. Although i am poor and drive a proton, fox rozax ride a superbike and filthy rich, we share the same feeling watching bargains fly away while stuck with puncak. Like hitting a nail on my toe type of feeling.... let hope at the end it is a blessing in disguise....hehehe
Maybe need to learn up fox rozax skills handling delays even when you are pissed off by things beyond of your control. Perhaps that why he is able to be such filthy rich?
cheoky, rozali is definitely no with us, with or without deals, he gets paid monthly to the tune of millions. Even with the deal, rozali is keeping 1.3 over billion and handing out only 500 over millions to us. So, we felt like communist, but definitely not living like communists. Oops, probably you are right, cause this is exactly what's happening in communist countries now...
Puncak Niaga Holdings Bhd has agreed to a further extension until Oct 15 for the fulfilment of the conditions precedent stated in the conditional sale and purchase agreement (SPA) with Pengurusan Air Selangor Sdn Bhd (Air Selangor). This marks the eighth extension since Puncak Niaga signed the SPA with Air Selangor last November. Executive chairman and managing director Tan Sri Rozali Ismail also said in a statement that the deal might be terminated should it not be concluded by then. (Source: Starbiz, Bursa)
Comments: With the long drawn-out water deal between the Selangor and federal governments finally concluded last week with the signing of the final four agreements by both parties, we do not expect any further delay to the sale of Puncak’s water assets.
We understand that the Selangor government is currently in the process of transferring the titles to the federal government. Once this is done, this should pave the way for Puncak to receive the delayed proceeds from the sale of its water assets. Recall that Puncak will receive RM2.90/share upon disposing its water assets and that it plans to distribute RM1.00/share in special dividends.
We maintain our HOLD rating and TP of RM2.60 (10% discount to the existing Selangor Government’s offer price of RM2.90 for Puncak’s water assets). The discount is to account for Puncak’s existing challenging business in the oil & gas industry due to low crude oil prices.
Source: Affin Hwang Capital Research - 15 Sep 2015
ahmad maslan breed type of analysts in making. they should talk about pnhb market cap better or target price based on outstanding share. Graduated same school with monkey mas? Dumb ass analysts. Hope they know.
what a great analysis from an 'anal-yst', since its other businesses don't look good, lets assume everything to have 0 value and give an additional 10% discount to the proceed from its to be sold asset. Had that 'anal-yst' cites uncertainty in completing the restructuring, I would have more faith in his/her comments.
Also, wonder if that 'anal-yst' realize that the 2.90 proceed from water asset is incorrect?!? Its derived from dividing 1555.3 million with the enlarged share cap without adding the 180 millions from relieved debt and proceed from warrant conversion?!?
It still have about 2week time to go, lets wait and see whether Air Selangor can take over syabas and PNSB from Puncak. Thus, investor still have 2 week time to slowly accumulate more on weakness :D)
I have cautioned about wolves' raiding. The Affin joker could be in league with the wolves. The RM1 special div is near perfect scenario for the wolves to raid.
Good bargain will happen within these next 2 week before 1 Oct, I've sold most of the other stocks holding (Maybank, MKland, WCT, WCT-WD, IWCITY, GOB), free up more capital to slowly keep on accumulate Puncak on weakness.
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....
jacklintan
1,722 posts
Posted by jacklintan > 2015-09-14 18:30 | Report Abuse
another extension again...