Should regulators make privatisation more difficult on Bursa? | The Edge Markets
https://www.theedgemarkets.com/article/should-regulators-make-privatisation-more-difficult-bursa

It's been a long party with greed and fear but it does feel like the cows are coming home now.

As at 18 July 2018, the following holdings were known to be in foreign hands being part of the top 30 shareholders indicated in AR2018;
1) Penta 223,773,096
2) Macquarie 246,000,000
3) Goldman Sachs 129,404,924
4) Credit Suisse 48,050,000
Total 647,228,000

There may be more unpublicised foreign accounts holding BJLand shares in the list of shareholders.


Based on relevant KLSE records since 18 July 2018, the same foreign funds may still be holding the following amounts of BJLand shares;
1) Penta 166,185,989 announced 05.05.2019
2) Macquarie 144,415,368 sold 101,584,632 to Penta on 18.01.19
3) Goldman Sachs 129,404,924
4) Credit Suisse 48,050,000
Total 488,056,281 (9.801% of NOSH)

The actual figures may be vastly different to those shown above since all the four stakeholders are not substantial shareholders for quite a while already and are not required to announce their subsequent acquisitions or disposals.

It is hard to fathom why and how any regular fund would be invested in a stock like BJLand because of funds' usual strict charters. I can only surmise that these accounts holders are friendly parties to VT.

I would attribute the error to Google Translation which is what I use to read Chinese. I find Sengsoon's analysis reasonable because my mind auto corrects the 2 figures.

The privatisation of BJLand is only the precursor of the real show that will unfold in the next restructuring of VT's empire. Make sure you place your bet on the potential monster multi-bagger in BJCorp after a successful wrapup of BJLand. Don't miss the main event.

VT directly owns 1.8% of BJLand and 21.8% of BJCorp respectively, so you can see where his efforts will be concentrated in. Cheaply acquired assets will end up with the later.

I believe the whole enlarged Berjaya Corp organisation will be revamped involving possibly breaking up, streamlining, and regrouping into several separate listed entities which are easier to read and appraise by the market. The murkiness in the reporting of the current setup will clear up as the reports of the new streamlined businesses will be more simplified and transparent as a result. Their values will be enhanced as well due to improved clarity.

This transformation will therefore be the key to unlocking the latent wealth in BJCorp.

Land n Corp run in tandem motion like twin leopards

If VT makes a GO of 38c per share this week, I shall sell in the open market at 36c and relax for a while.

If u look at latest Qtr Report;

Share Capital is RM2,500,168,000,

ie. Issued Shares 5,000,326,000
Treasury Shares 20,699,000
ie. Outstanding Shares 4,979,627,000

Shares directly and indirectly held by VT totalled 4,241,586,872 as 7th Aug 2019.

Therefore VT's percentage shareholding in BJLand is 85.1788% as of last night.

Ok, I agree that the effective date to be used should be the date the transacted was made as recorded by KLSE and that being 5th Mar 2019 implies it stays relevant until 4th Sep 2019. When the SSA becomes binding doesn't matter in this situation.


Bettyem > Aug 3, 2019 9:15 PM | Report Abuse

Actually the conditional sale agreement for Penta to sell to BJLand shares to BJCorp was 30 Jan 2019.

However the actual completion date of share swap of BJLand shares by Penta & BJCorp was only completed on 6 March 2019.

Therefore the 38 sens share swap offer by BJCorp for Penta's BJLand shares still stands until 6 Sept. 2019 (6 Mths). Anybody can counter verify at link below...

Had VT launched a GO a few days ago, the Penta deal would have had a bearing on the new offer.

The privatisation exercise appears to be in the works with all the repositioning moves. The only problem is it's unconfirmed and the market can only speculate wildly about the details.

Since the SSA was dated 31 Jan 2019, it's already past the 180 days period that BJCorp would have been bound to offer at least the same Penta deal to minority shareholders of BJLand should and when the company make a General Offer to wrap up all BJLand shares. The new reference price is 16 sen unless there are new purchases made by BJCorp and PACs at higher prices or considerations later and before a General Offer is made.

VT had his Murphy's Law moment or rather period. A number of things have encountered serious hiccups. Vietnam projects, GMOC, Jeju Island, Selangor Turf Club, Ascot Sports internet gaming licence just naming off the cuff.

However, he is not out of business yet, is he? By the look, almost all the cows are coming home, especially the fat ones.

I look ahead to make a lot more with BJCorp, the main course, later. BJLand is only the entree.

4Q19 Report should not disappoint the market because of one-off RM192m profit from disposal of hotel in Vietnam and improved BJToto improved performance.

VT said the re-packaging of several hotels under BJLand for listing on SGX needs to be carried out before the privatisation exercise. In the meantime, the revaluation of the hotels, small details discussion and ironing out with relevant minority shareholders, etc etc, presumely are also happening, not to waste time.

Apparently work in progress for a while already. Not likely to be aborted unless frustrated big time by all potential catalysts failing to materialise. Especially cash piles energisers from Jeju compensations, GMOC payment balance and Kyoto 4 Season Hotel disposal.

Let Uncle VT complete the privatisation of BJLand successfully and smoothly asap, kawan-kawan. Upside from today's close to the nominal 38c benchmark, a perceived offer price starter, is 61.7%, a whooper by any measure. Most of our average prices are higher than the present level but there is still opportunity to average down or accumulate more.

OceanSky, thanks for pointing out my mistake. Many years have passed since I went thru the reports n I did not double check before posting my comment. However GMOC is a 51% subsidiary of BJLand.

BJLand does not own any part of the Great Mall of China. GMOC is 51:49 owned by BJCorp and VT.

Due to sagging market sentiments, strong selling pressure and expected downgrades by increasing number of analysts, I cleared out completely yesterday averaging below 2.80. It's been a terrific time, exactly three and half years since Aug 2015. I am taking a haitus until there is more clarity on how the new businesses will work out.

Issue of new ordinary BJCorp shares to pay Penta for ordinary shares in BJLand must be approved by Security Commission. Got waiting time to kill.

First offer will likely be on exactly the same terms made to Penta including consideration being in shares of BJCorp. For every 30 ord shares of BJLand we sell to BJCorp, we shall be paid with 38 ord shares of BJCorp shares.

Fuel cost averaging USD92 per barrel when the spot price average was around USD84 during the period was poor handling. Cold feet and panic decision the reason maybe.

Everything else are good work done. From the IR website, the precis covering the Qtr & full year results is useful n great to dispel any lingering doubts some investors may have reading the main Qtr report especially pointing out the RM318 million one off expenses.

And we have a bright n exciting 2019 to look forward to with all the transformation happening.

Proposed dividend 12c

Let the freak storm blow over on its own first. Then a strong rise may follow.

From the 3Q18 Report, it would appear that only 13% of the 4Q18 fuel requirements as at 30 Sep were locked in at higher prices prevailing probably 12 months earlier. There was a straight line drop in Kerosene price of about USD30 between early Oct and late Dec last year. So if there were no significant hedging change during the 3 months, AA would have enjoyed cheap fuel prices for 87% of it fuel in the period.

A quick estimate for the average fuel cost for AAM in 4Q18 taking consideration of the Ringgit movement and historical kerosene prices, came up with a figure just short of USD80 against 3Q18's actual USD95 which would translate into a savings of around MYR200 million for 4Q18.

Extracts from 3Q18 .....

30. Derivative financial instruments

The fair value of derivative financial instruments is determined in accordance with MFRS139 “Financial Instruments: Recognition and Measurement”

(i) Forward Foreign Exchange Contracts
As at 30 September 2018, the Group has hedged approximately 74% of the USD dollar liabilities of its aircraft into Malaysia Ringgit (“MYR”) via Cross-Currency Swaps and Foreign Currency Swaps for aircraft deployed in Malaysia.

(ii) Interest Rate Hedging
As at 30 September 2018, the Group has entered into interest rate hedging transactions to hedge against fluctuations in the US$ Libor on its existing aircraft financing for aircraft delivery from 2005 to 2018.

(iii) Fuel Hedging
As at 30 September 2018, the Group has entered into swaps and options for both Brent and Crack which represent up to 13% of the Group’s total budgeted fuel consumption for remaining of 2018 and 6% for first half 2019.

Ximon, you got the interpretation of that clause in the Term Sheet right already then your remisier's ill advice confused your mind again. I am stumped if that came from CIMB. By the way, Call warrants are deemed to be exercised automatically at 9am on the expiry date so the price behaviour of their mother share on that day can not possibly have any bearing on the expired call warrant's value.

O Kyoto, Kyoto, whereforth art thou Kyoto?

60 days up already since newsprint

CW65 holders will end with nothing if AA's VWAP is 3.12 tomorrow.

There will be drastic transformation to some figures in the accounts with the finally concluded AAC sale in this Q4 report. Wonder if there are any accounting engineering for tax optimisation, shuffling or whatever that may render the results optically less pleasing.

Cool heads tomorrow.

Today's VWAP of AirAsia is 3.0967 currently, with 40 mins of trading time left.

I have a KenTrade platform.
Under Trade Detail page

Ximon, no.

21st, 22nd, 25th, 26th and 27th

It is sensible to mindful that the IB issuer would rather not pay anything if they can help it, right?

The Exercise Price for C65 is 3.1263. The VWAP of 21st and 22nd of Feb are 3.2029 and 3.1643 respectively. If CIMB/IB is not playing a cent on Maturity Day, the average of next 3 trading days' VWAPs must not exceed 3.0881.

Calcs: [(3.1263 × 5) - 3.2029 - 3.1243] ÷ 3 = 3.0881

MAHB should not hide behind the fact that MAVCOM is the body setting the PSC levels which should be construed as a ceiling.

MAHB is operating a monopoly airport business and airlines flying in and out of Malaysia are captive customers with no other alternative choice to use. The PSC pricing has broken the Competition law in Malaysia. The Malaysian Competition Commission should fine MAHB for their total disregard of this law.

The services and facilites provided are not the same for lowcost and full sercice airlines. Why are lowcost airlines forced to pay the same price for less?

There is competition between the low cost servivce and the full service airlines per se.

The Competition Act prohibits actions and conditions which have the object or effect of significantly preventing, restricting or distorting competition in Malaysia and conduct which amounts to the abuse of a dominant position in a market in Malaysia.

Competition Law seeks to protect the process of competition for the ultimate benefit of the citizens, allowing for lower prices, better products and services.

The PSC for the various categories of destinations are set by MAVCOM as per section 46 of the Malaysian Aviation Commission Act 2015. These revenues are collected by the MAHB to run the operations of the airport.

Ultimately, the consumers are the travellers who fly in the airplanes serviced by the airports owned by the MAHB.

Under the Malaysian Competition Act 2010, it can be construed that competition has been restricted and distorted in the pricing of the PSC when inferior services are charged the same amount as for superior services. The pricing has been set by MAVCOM and the benefits of the unequitable pricing are pocketed by the MAHB. Among the victims, are AirAsia and AAX.

The Malaysian Competition Commission (MyCC) should have looked into this and have something to say about it.

Yu Kan Chon dueled valiantly with Quek LC but not looking at scooping some cream off VT's moves with BJLand? VT is too good to tangle with?

I think they both did the same things, from my memory.

Eddysurge, I don't understand your question. Are u trying to say that there are 14% of free float shares whose owners will cause the takeover to fail?


ignissimia, can you disclose a bit why 14% bjland sold deal, bcos is it painful memory for bjland & Bjcorp minority?

The above relates to compulsory acquisition of shares of a listed company.

CHAPTER 5 SQUEEZE OUT OF MINORITY SHAREHOLDERS

Under Section 222 of the CMSA, where a Code Takeover has been made and that offer has been sccepted by holders of not less than 90% in the nominal value of those shares of that class (excluding shares already held at the date of the takeover offer by the offeror and persons acting in concert),the offeror can, within 4 months of making that offer, compulsorily acquire shares from the remaining
minority shareholders.

The successful offeror is required to give notice to the remaining minority shareholders in the forms stipulated in Schedule 5 of the Code Rules (depending on whether it is addressed to a dissenting
shareholder or a shareholder who has not accepted to the offer) within 2 months from the date the 90% acceptance condition has been achieved. This notice is to indicate its desire to acquire their shares and should include a copy of a statutory declaration by the offeror that the conditions for the giving of the notice are satisfied.

Upon receipt of such notice, the remaining minority shareholders have the option under Section 222(2) of the CMSA to serve a written demand requesting for a written statement of the names and addresses of all other remaining minority shareholders as shown in the register of members. The offeror is not entitled to acquire the shares of the remaining minority shareholders until 14 days after the posting of the written statement.

After the expiration of 1 month from the notice, the offeror is required to send a copy of the said notice and an instrument of transfer executed on behalf of all such minority shareholders by the offeror and pay, allot or transfer to such minority shareholders the amount or consideration for the shares to which
the notice relates.

Similarly, under Section 223 of the CMSA, where a takeover offer has been accepted by holders of not less than 90% in the nominal value of those shares of that class (excluding shares already held at the date of the takeover offer by the offeror and persons acting in concert), the remaining minority shareholders may within the offer period require the offeror to acquire its shares on terms of the takeover
offer or such other terms as may be agreed.

Bassed on the most conservative considerations, Kyoto 4 Seasons goes for USD750m and profit realised is USD350m gross. Take away 30% for taxes and misc expenses, net earnings = USD245m with half for BJLand around RM502.25m or approx 10c/share. My understanding is that VT said all this money will be returned to the shareholders before the privatisation exercise. So I guess some of us will receive a special dividend if we remain shareholders long enough. That's just the appetiser?

This way BJCorp will receive the bulk of what is due to company very fast and allow the valuation of BJLand to be reduced substantially by the amount of cash given out. Instead of paying for it first and then getting it back, it take it first and avoid paying for it, makes sense?

As a financial advisor to BJCorp, Penta can't be designated as a "Person Acting in Concert" before it crosses over the 10% shareholding limit. Therefore everything is legit so far.

Fi fo fi fum, I smell the genesis of a multi bagger happening in VT's stable of counters. Which one is it going to be?

Nobody knows what the opening price of AAGB will be on 12 Dec but the reference price will be the closing price of 11 Dec minus RM0.40 regardless of anything.

Looking good. Finally somebody decides it's time to get real.

Close down MAVCOM. Mot and DCA like in the good old days will be better for the industry.