Indeed, I am pleased to see this up trend.

I agree with chonghai that the sure way to work is to get in touch and convince enough shareholders to demand appropriate action from puncak BOD. With sufficient number, the related party transaction of TRIplc can be blocked too.

The big question is how to get in touch with and to convince the other minority shareholders. I wonder if SC or MSWG can help in connecting up the minority shareholders.

Personally, I am willing to make a pledge of RM5K as a contribution for posting circulars or putting up newspaper notice to reach out to others.

Kahhoeng, please also raise other issues apart from repayment of RM2.50.

One suggestion is to record the discussion with SC, and request SC to send a copy to Rozali, together with our emails of complaints. In that request we should ask for a meeting directly with the Puncak chairman and directors. No reasons why we should not take our concerns directly to the Puncak Board.

Good that it is now 0.67.
Hope someone willing to throw at 60 sen so that I can collect some more. My most recent buy was 0.635.

Agree with rMoi that after SC a meeting with Puncak director may be organized through MSWG.
For those invested, we should be steadfast and not be swayed by outsiders' advices.
Like ck888, I received an acknowledgment the same day I sent my email.

I sent my email to SC.

Of course, kahhoeng, I included my name in the email correspondence. I can understand this fundamental requirement. I shall call Mr Shashi before the scheduled meeting.

Wishing everyone a successful Rooster year in Bursa.

I shall email either tonight or tomorrow.
I shall call only a few days before Kahhoeng's meeting with Shashi. a friend also agrees to do the same.

Agree that a joint petition with personal identities and share-holdings revealed is difficult at this time. Let's at least send emails and make calls to SC.

I am still in favour subsequently to meet with directors of Puncak, perhaps facilitated by SC or MSWG.

Anyway, please don't be drag down by Puncak. I wish all a Happy CNY with your family and friends.

Kahhoeng,

Can you get Mr Shashi's email contact please?
I want to write in to present a stronger case. My friend will also do so.

Well said, Csengc61. Let us minorities get together.

After SC, perhaps Kahhoeng or another champion can help to arrange a meeting with independent directors of Puncak.

Thanks to those who take positive steps. I can't attend the meeting with SC, but will certainly make submission via email.

rMoi, you did a very good job. Don't be disappointed just steveooikp keep pouring cold water

There is still substantial risk for those who have the power to hold for long term investment.

I am holding some OSK shares, and am doing so on long-term basis.

My main worry is that the PJD saga can repeat itself in OSK.

With current depressed price, the deep undervalued OSK can be taken private by simply offering 1.50 which independent adviser will likely declare UNFAIR but REASONABLE, because the offer price is above the market share price.

Thanks, rMoi, for the excellent draft.

I shall use it with some adjustment - adding some points I indicated earlier.

It will be great if someone can provide the PIC contact at each of the organisation - SC... BursaMalaysia... MSWG. It will be much more effective if all can direct our email submission to a person-in-charge (PIC) instead of sending to the general contact because such emails may just vanish without any response.

Should we also send a copy to the independent directors in Puncak? IDs are supposed to take care of minority interest.

Kahhoeng

If we can convince LTH to support us, then that will be a great achievement. To convince LTH, we may need to bring in Malay/Muslim minorities to go along to talk with LTH.

How I wish CEOs of our listed companies can take responsibilities like Foxconn's CEO who publicly bowed and apologized to all, including employees, for the 1st decline in business in over 20 years. Note that the apology was for a decline not a loss.

（台湾．台北22日讯）鸿海 (Foxconn) 嘉年华上午热闹登场，鸿海集团总裁郭台铭表示，鸿海去年交出一个应该检讨的成绩单，20多年来首次衰退，他向员工及眷属鞠躬致歉。

Kahhoeng

I won't be in KL at the time and regret not able to join you & others.

Please go ahead with your planned meeting with SC.

In the event that SC is unable to act on your proposed 2.50 repayment ( which I think is most likely), please request that SC send a query to the Chairman & Board about issues we raised. It is best that you prepare a proper written submission on the various issues, with each backup with strong reasons.

Thank you again for taking the lead to do something. Please ignore the noises and negative remarks in this forum, bearing in mind that many are traders who gain from share price fluctuations.

You missed my points, traderman.
Based on my 6 points together, SC can intervene - like sending query.
SC cannot order repayment.
Share holders can put in proper resolution, and if passed then repayment is possible (but unlikely to achieve if Rosali not supporting). In any case, resolution for voting will in itself exert pressure on directors and management.

With cash of 2.50, it is UNFAIR & UNREASONABLE to take Puncak private by offering a price say around 1.00. SC can intervene in such case.

If the cash is used up to buy inflated assets, and that the share price stays around today's level, offer to take Puncak private at around 1.00 will be consider UNFAIR but REASONABLE. In such case SC may not intervene. This scenario is my major concern.

What are signs that Puncak is not in order and hence our request for SC's intervention? I can identify the following:

1. Massive losses over the last few quarters - there could be leakages??
2. Excessive offer price for TRIPLC (far, far above market price) which benefits controlling shareholder/directors, but bad for minorities;
3. Inexperienced, not-adequately qualified, not-competent and too young MD to lead Puncak over this difficult time;
4. Excessive chairman/director fees when Puncak is suffering massive losses;
5. No clear and transparent strategy to utilize the cash to buildup new business - venturing into other unfamiliar (and challenging) businesses may incur further losses to Puncak;
6. Depressed share price (compared with cash and intrinsic value) over a long period is evidence of no confidence in the directors and management - Puncak should employ competent CEO to revive the business, not simply putting Chairman's son in a cushy position and draw gaji-buta.

While I applause kahhoeng's initiative and efforts, I tend to agree with trademan that the RM2.50 repayment request will be ignored by SC.

There is no basis for SC to act on the request of 2.50 repayment. SC simply has no power, no relevant backup law or rules & regulation to act, even if the officers there are convinced and sympathetic to our problems.

SC does not interfere if the share price is absurdly low or absurdly high compared with its intrinsic value. SC may act, however, if it found evidence of price manipulation or rigging.

SC may act if alerted of possible irregularity, illegal activity or misdeeds. SC may also take action if there is violation of listing rules or provisions in Company Act.

We need to put together evidences that things in Puncak are not in order and hence our request for SC's intervention.

I am positive that 100 minorities together can be a powerful force.
Just complaining in forum will have no effect at all.
No one is going to help us unless we help ourselves.
Not doing anything positive is a confirmed failure.
Negative people always predict a negative result even before trying, to justify not doing anything.
Doing something may bring about a positive change.

angiess, people on the list not compulsory to attend AGM. But the identity and share ownership need to be verified. So going through a lawyer is the way to go.

Kahhoeng

We can certainly move such a resolution for capital repayment if we have the number.

We can also move another resolution to limit the director pay.

Speaking up alone, even with supporters, at the AGM is ineffective.

Yes, as valour said, we must move together with resolutions which must be formally dealth with.

If a lawyer is to be engaged to help us in drafting and submitting the resolutions after we have gathered the 100 members, I am willing to share the lawyer fee.

I understand that company act 2016 is not enforced yet.

Taitaumau, I quoted section 151 (pg 240) of Comapny Act 1965 with amendment up to 2006. Correct me, if the latest amendment has make changes to the requirements.

If Kahheong can get LTH to support us, that will be a tremendous breakthrough. Then we don't need 100 members as rule (a) applies - 5% rule. Keep up your great efforts, Kahheong. We need champion like you - one who is willing to do something positive instead of discouraging remarks.

I am encouraged by the response.

I can add 2 more from my side, making a total of 5.

We should garner the power of internet and the i3 forum to get a total of 100. It may not be too difficult for each to get two more, e.g. to get your friends or family members to buy just 1000 shares to be qualified to be 1 of the 100.

If we can successfully move resolutions at the AGM, we could also invite the press to come along to witness the debates and to report in the news.This will further pressurize the directors.

Thanks to all for the positive response.

I must compliment the efforts and actions taken by Kahhoeng.

As I said earlier, the most effective way is to move relevant resolutions at the AGM.

Unfortunately, this is not easy though possible.

I checked the Malaysian Company Act, and found the following requirements.


The number of members necessary for requisition of a resolution shall be—
(a) any number of members representing not less than one-twentieth of the total voting rights of all the members having at the date of the requisition a right to vote at the meeting to which the requisition relates; or
(b) not less than one hundred members holding shares in the company on which there has been paid up an average sum, per member, of not less than five hundred ringgit.


Together with my friends, I have 3 Puncak shareholders. We need another 97 to move resolutions at the AGM to force the puncak directors to take appropriate actions.

And, of course, the valuation quoted has not taken into account the fair market value of the land bank.

I believe a powerful way of putting forth the viewpoints of the minorities is to table resolutions at the AGM, although knowing well that this resolution will not be passed.

The intention is to have the issues debated and to strongly put across the views of the minorities. The subsequent press coverage, if any, will further put pressure on the directors/management not to do improper things.

Any one knows of the requirements to successfully include a resolution at the AGM? Thanks.

Kahhoeng

I shall write to SC as you suggested. I agree that we should do something more positive than just complaining in the forum.

1) Please help to draft a reasoned letter to SC so that others can use it too for sending their complaint/request to SC.

2) Please help to draft a letter to Rosali stating the sentiment of the minority shareholders, and requesting him to look into possibility of fraud for such huge losses, and caution him that he and other directors should take responsibility and should not deserve any substantial director fee.

Thanks.

The proposed sale of the hotels at about twice the book value as stated in the offer document implies that the minority shareholders have not been given a true picture of the real worth of PJD - the independent adviser MIDF did not do a proper job in reporting the real market value.

As reported in the latest issue of The Edge Malaysia, PJD is putting up 3 hotels for sale for about RM200 millions.

This is positive news both in terms of generating more working capital and in changing strategy to hotel management instead of hotel asset ownership.

Another good news is that the value of the hotels is expected to be very much higher than the book value.

The Kuantan hotel property has a book value of RM49.7 million, but is now being offered in the range of RM90 million to RM120 million.

This new development is in line with RVI123’s sharing that the real value of PJD is very much higher than the RNAV stated in the Offeror’s documents.

I still have faith in the fundamental laws and legal framework in our country, although execution and enforcement is a different matter. Our Company Act is rather comprehensive and offers a good degree of protection for the minority shareholders.

IronShirt's statement "most pjd's profit will be transfer to oskh" is certainly true and should rightly be so since OSKH will own perhaps around 97 to 98% of delisted PJD.

But proportionately, the remaining minority shareholders will receive their fair share of dividends.

Whether "oskh shareholders receive dividend" will depend on the dividend policy of OSKH.

To understand the fate of minority shareholders of a delisted company, let me share abstract of a news article just reported – “Goodwood Park Investors Get Exit Offer”. This happens in Singapore where the Company Act is rather similar to Malaysia’s.

The headline is “Khoo family offers to buy out remaining minority shareholders at $43 per share”.

Goodwod Park Hotel is an iconic hotel in Singapore with the Khoo family as majority shareholder. The founder – Khoo Teck Puat (deceased) – was also the founder of Maybank.

The Khoo family, directly and indirectly, now owns 99.67% of the company. The remaining 183 minority shareholders collectively own a mere 0.33% stake in Goodwood Park Hotel.

The offer price of $43 per share exceeds the company’s revalued net asset value of $42.81 per share, and is also much higher – at a 262.1% premium – than the net exit offer price of $11.88 per share in 2004, excluding a special dividend, at its delisting.

Yes, after delisting, it is very difficult to sell off one's share holding, but not impossible. For those unable to hold a little longer, selling may be an option.

It is most likely that OSK may ultimately make offer to buy out the dissenting minority shareholders in order to achieve its objective of restructuring its property division. I am willing to sell at a reasonable and fair price.

I am fine with alternative option of long-term investment in PJD which is a subsidiary company of OSK.

I would add that OSK needs to declare dividends from PJD to pay OSK shareholders (me included). Other shareholders of delisted PJD will enjoy the same benefit of dividends.

Agree.
Yesterday (11 Oct) OSK managed to buy only 133,800 shares. Today even less - about 67,000 shares.
Zero warrants purchased successfully over the past few days.

I agree with RVI123 that it does not seem likely that the current unfair and unreasonable offer is sufficient for OSK to gain sufficient acceptance to invoke compulsory acquisition. Check out today's and past few day's Bursa transactions on PJD and it is clear that many shares and warrants are now bought by non-OSK parties.

After delisting, remaining minorities should demand a complete revaluation of all assets so related-parties transactions should be based on fair value.

Remember the windfalls - a NEGATIVE GOODWILL of RM363 MILLIONS OSK booked in its 3Q report for financial year end 2015, after consolidating the last round acquisition (of PJD and OSKP)?

That negative goodwill is a gain occurring when the price paid for an acquisition is less than the fair value of its net tangible assets. Negative goodwill implies a bargain purchase. Negative goodwill may be listed as a separate line item on the acquiring company's balance sheet and may be considered income.

That negative goodwill used by OSK should sets the minimal benchmark for fair value to buy out dissenting shareholders.

Nothing much to lose, but room to gain, if hold a bit longer.

I waited years for PJD to bear fruits, but ...

The same can happen with OSK. When it bears fruits, can PJD saga replay? Yes, I think.

Yes, hold on.

There is nothing much to loose, but substantial gain is possible.
If you hold on and OSK succeeds in gaining 90% acceptance (of outstanding), you will still be paid RM1.50 for compulsory acquisition, with no broker fee to pay.

As enid888 mentioned, there is possibility of increase of offer price for those who persist.

To avoid conflict of interest in this forum, I declare that I am holding on, and also buying more as some others are doing.

Will the controlling shareholder trigger the 50% threshold? It is now more than 49%

I agree with RVI123.
OSK needs 100% to restructure its property business.

For those who have held out for so long, it is a pity not to keep to the "last mile". For the faint-hearted, you may still want to keep some if you decided to sell. At least you can follow through as someone still in.

My understanding is that the 90% rule applies separately to shares and warrants. The Offeror must gain 90% acceptance of outstanding shares to apply compulsory acquisition of shares. The Offeror must gain 90% acceptance of outstanding warrants to apply compulsory acquisition to warrants.

Please note closing date of offer has been extended by 2 weeks because OSK has not been able to buy enough to force compulsory acquisition. Better to hold on for a possible upward revised offer eventually.

Hi Bone, I said I would be prepared to hold for another 4 years and that’s true. I have invested in PJD for almost 10 years, so another 4 years (if necessary) is not a big deal to me. I am willing to sell, but not at cut-throat price. I am not a trader.

After delisting, I see myself in business partnership with a bigger listed company as PJD will be something like a 98% subsidiary of OSK. Despite no longer listed, PJD will still need to go through proper financial audit as OSK is listed. I am not in business with unscrupulous individuals, but with financially sound listed company. OLH no longer holds direct stake in PJD and any improper actions by OSK-appointed directors will be held subjected to Bursa’s and SC’s rules & regulations.
As for JJChan, I am sorry to say that the comments are without good basis. OSK is the controlling shareholder in PJD, not OLH who has no more personal stake. In a company, a shareholder can offer his share for sale openly to all other existing shareholders with the higher bidder winning. There is no law stating that the dominant shareholder can force others to sell to him at his specified price.

Calling for right issue to dilute the remaining shareholders doesn’t make sense. Take for example, if it is to be a one-for-one right issue, OSK has to come up with more than RM500 millions whereas all the rest of the minority shareholders will come up with less than RM20 millions. Does this exercise make sense with OSK? We are not dealing with a revengeful individual, but with a listed OSK.

You may like to check PJD announcement tomorrow to find that OSK did not manage to buy any warrants today, as all transactions were above OSK’s offer price. The purchases were made by others who see value beyond.

Anyway, investment methods depend very much on individuals. Those who want to quit may be better off to sell out in the open market at a better price and be able to receive cash within few days, instead of accepting the unfair offers.

Note the announcement that one still can offer his shares or warrants to OSK for same terms before 22 Feb 2017.

without 100% take over, OSK is not in a position to do all things it wants freely as PJD still has to be accounted for as an individual business unit because we still have shares and entitlements notwithstanding the company being delisted. As I said earlier, OSK is not likely to have enough to force a compulsory acquisition at current offer prices.

I am not only holding on, but just bought some more warrants as some others are doing. I am prepared to hold on up to another 4 years before converting when the Melbourne project is expected to bring in much profits. OSK's current offer is 50% below fair value of warrants.

There is an announcement today, with relevant extract as follow:

“Notwithstanding the above, we wish to inform you that as set out in the Offeror's Notice, you can also elect to exercise your rights under section 223 of the CMSA, to serve a notice to require the Offeror to acquire your PJ Development Shares and/ or Warrants, on the terms of the Offer or such other terms as may be agreed or as the High Court thinks fit to order, in an application made to it by you, after the First Closing Date or the Closing Date, if the Offer has been extended, as the case may be.

In this regard, if you wish to exercise your rights in accordance with subsection 223(1) of the CMSA after the Closing Date, you can serve the Offeror a notice to acquire your PJ Development Shares and/ or Warrants, whereby such acquisition shall be done on the same terms as the Offer (including at the same offer price of RM1.50 for each PJ Development Share and RM0.50 for each Warrant) as set out in the Offer Document. To give the Offeror notice, please complete, sign and return to the Offeror the form of notice enclosed with this letter ("Holder's Notice") which must reach the Offeror not later than 5.00 p.m. (Malaysian time) on Wednesday, 22 February 2017, which is not less than three (3) months from the First Closing Date or the Closing Date, if the Offer has been extended, as the case may be.

Information on the relevant procedures for transfer of PJ Development Shares and the Warrants and method of settlement are enclosed herewith and you may also refer to the Offer Document and subsequent notifications to holders of PJ Development in relation to the Offer for further details of the Offer.

You do not need to take any action should you wish to retain your PJ Development Shares and/ or Warrants. You should only give the Offeror the notice if you require the Offeror to acquire your PJ Development Shares and/ or Warrants in accordance with the terms above."

After buying for one month from the open market plus acceptance of offer, OSK has now only acquired about 25% of the outstanding shares and about 43% of outstanding warrants (up to 28/9).

With only a week to go, I really don't think they can buy 90% outstanding(at the time of making the offer). If so, OSK cannot acquire compulsorily from those who refuse to sell at such an unfair offer. To me the offer is also very unreasonable.

OSK has to offer a better deal to buy out the hardcore who stay put. Look at the transactions now. People are buying higher now.

Laws of Malaysia –Act 777 – Companies Act 2016. (A 577-pg document available in the internet)

Section 223 of Company Act deals with “Approval of company required for disposal by directors of company’s undertaking or property” – by way of RESOLUTION (at AGM).

(1) Notwithstanding anything in the constitution, the directors shall not enter or carry into effect any arrangement or transaction for –
(a) the acquisition of an undertaking or property of a substantial value; or
(b) the disposal of a substantial portion of the company’s undertaking or property unless –
(i) the entering into the arrangement or transaction is made subject to the approval of the company by way of resolution: or
………………..

Directors of company have duties and responsibilities, failing which they may be fined or even jailed.

Delisting only means no buying and selling in open stock market.

PJD assets cannot be just moved to OSKH leaving "Kosong" for minority. No way, not even in a private limited company where minority share holders have their right according to Company Act. Delisting only implies not subject to SC and Bursa's rules and regulation.

For those in business using Sdn Bhd, they know very well that the dominant shareholder cannot just take assets of the company as his own. Fundamental law and provisions of the Company Act must be comply with.

Litigation by minority shareholders will cause OSKH dearly in underperforming.

It is best for a few millions to buyout the hardcore.

YTL POWER INTERNATIONAL BHD (6742WB)

Expiry date: 11/06/2018
Exercise Price: RM1.14
Last closing price WB: RM0.445
Total cost of acquiring YTLP WB and exercising conversion: RM(1.14 + 0.445) = RM1.585
Last closing price of YTL Power share = RM1.61

Saving through warrant conversion: RM0.025

The conversion process takes over a week.

Please be aware of the timeline of conversion to entitle to 10 sen dividend as announced by YTL:

“Holders of Warrants 2008/2018 are reminded to lodge with the Company's Registrar, YTL Corporation Berhad of 11th Floor, Yeoh Tiong Lay Plaza, 55 Jalan Bukit Bintang, 55100 Kuala Lumpur, their subscription forms and subscription monies for subscription of new shares by 5:00 p.m. on 19 October 2016 to qualify for the above dividend entitlement.”

The price of WB is expected to drop by close to 10 sen some days before 19/10/2016.
One must therefore exercise conversion or sell off the WB before that.