hng33, what you are talking about is casino....

danny, the liability is there, but the amount payable to seller has deducted the liability.

if you want to express disapproval, probably you should simply mention that the trees in Puncak's deal are primarily less than 1.5 years old, needing time and caring (money) before it can start producing yet paid at about 7-10% more than a similar deal lah...

In another way, though, the land is cheap, only 2,500 per acre or less than 6,200 per hectare for the green land. wonder if they can really give out land title, or after acquiring the land, there is further payment to the natives staying on those lands?!? what's the catch?

Though, like it or not, the whole deal is still cheaper by almost 20% before going into detail calculation

just off from calling SC to express my appreciation. I was told there are actually quite some complaints on Puncak's deals and Mr. Shashi can't confirm if the changed plantation deal is an outcome from SC intervention.

Glad to know there are others raising concern on Puncak's deals. Whether SC has successfully intervened over the plantation deal, glad at least SC is listening to minorities' concern and a more favorable outcome to minorities is presented. .

Much appreciation to SC...

don't know much about technical analysis, only know that BJCorp has to stop impairment allocation for BJToto and begin to recognize Vietnam Toto's profits to have a move in share price. Or, unless particular deals that will benefit BJCorp greatly. Vietnam Toto's deal doesn't seem to offer much help to BJCorp's performance, wonder why?!?

hopefully share price will rise 0.10 - 0.30 to reflect this good news within the next few days to next few weeks... otherwise, it would mean the professionals in the market have heavy doubts on Puncak's management, sigh!

May I suggest those who have earlier called SC to file complaints to call SC again for appreciation?

I intend to call tomorrow to express my appreciation while seeking a capital repayment option for minorities not interested in the plantation deal and TRIPLC deal.

Much appreciation to SC if its due to SC intervention on the price correction of purchased plantation deal.

With this announcement, there's more reason to require a capital repayment option for minorities not interested in the deals.

Who said lodging complaint to SC has no impact?

http://www.bursamalaysia.com/market/listed-companies/company-announcements/5452805

1. INTRODUCTION

We refer to the announcements dated 17 October 2016 and 17 April 2017 in relation to the Proposed Acquisition.

On behalf of the Board of Directors of Puncak, CIMB wishes to announce that DSSB (Purchaser) and SYHSB (Vendor) have on even date entered into a second supplemental sale and purchase agreement to amend and vary the terms of SPA (“Supplemental SPA”), whereby the Purchase Price for the 100% equity interest in Danum Sinar (“Sale Shares”) has been reduced from RM446,505,690.45 to RM276,587,523.65. Further details on the Supplemental SPA are set out in Section 2 of this Announcement.

On the same day, MESB, SUSB and ASSB have also entered into a supplemental shareholders’ agreement. Pursuant to this agreement, with effect from 28 June 2017, MESB’s equity interest in the Purchaser will increase to 90% (from its current equity holding of 60%) while ASSB’s equity interest in the Purchaser remains unchanged at 10% based on an enlarged share capital of the Purchaser and SUSB will cease to be a shareholder of the Purchaser.

As Puncak’s effective interest in the Purchaser (via MESB) is 90%, the portion of the Purchase Price that Puncak has to contribute to the Purchaser for payment to the Vendor is RM248,928,771.29 (previously RM267,903,414.27), which is to be funded via internally generated funds.

2. CHANGES TO THE SALIENT TERMS OF THE SPA

The changes to the salient terms of the SPA pursuant to the Supplemental SPA are set out below.

2.1 Amendments to the Purchase Price

The Purchase Price for the Sale Shares has been reduced from RM446,505,690.45 to RM276,587,523.65. The revised Purchase Price of RM276,587,523.65 was arrived at on a willing buyer-willing seller basis and based on the revised value of the Land of RM604,370,399.85 (previously RM735,102,114.25) less the liabilities of Danum Sinar based on its management accounts as at 31 March 2017 of RM327,782,876.20 (“Liabilities”). The Purchase Price is subject to adjustments in accordance with the provision of the SPA.

The Liabilities comprise the bank borrowings and amount owing to the related companies, the directors and external creditors of Danum Sinar based on the latest available management accounts of Danum Sinar as at 31 March 2017 and is subject to due diligence verification and adjustments. The Vendor shall undertake to fully indemnify and reimburse the Purchaser against all claims and liabilities including any unrecorded liabilities incurred and not reflected in the 31 March 2017 management accounts including any payment of invoices for goods and services consumed by Danum Sinar up to 30 June 2017. In addition, the Purchaser shall cause Danum Sinar to pay the Liabilities (which shall exclude bank borrowings) up to the sum of RM80,000,000.00 within 60 days from the Completion Date on 3 July 2017.

The revised Land value was arrived at based on the following:

(i) the estimated gross land area of the Planted Portion of 9,766.90 hectares at RM16,500.00 per acre (previously at RM18,500.00 per acre) amounting to RM398,211,163.35, subject to the final survey. The Planted Portion consists of the Mature Area and the Immature Area.

(ii) the estimated gross land area of the Unplanted Portion of 33,372.60 hectares at RM2,500.00 per acre (previously at RM3,500.00 per acre) amounting to RM206,159,236.50, based on provisional lease of the Land

The price per acre for the Land was arrived at after taking into consideration the market value of the Land and the negotiations between the Purchaser and the Vendor. Details on the valuation of the Land are set out in Section 3 of this Announcement.

As Puncak’s effective interest in the Purchaser (via MESB) is 90%, the portion of the Purchase Price that Puncak has to contribute to the Purchaser for payment to the Vendor is RM248,928,771.29 (previously RM267,903,414.27).

2.2 Amendments to the Conditions Precedent for Procurement of Provisional Title

One of the Conditions Precedent of the SPA is that the Vendor shall procure at its own costs and expense the provisional title in the name of Danum Sinar for Lot 1 land, Lot 13 land, Lot 14 land and Lot 15 land within 30 days from the date of the SPA or such other extended time as agreed between the parties. Pursuant to the Supplemental SPA, this clause is now only applicable for the Lot 1 land.

In relation to Lot 13 land, Lot 14 land and Lot 15 land totalling 3,531 hectares, it is agreed as a Condition Subsequent that the Vendor has up to 6 months from the Completion Date or such other extended time as agreed between the parties to procure the provisional title in the name of Danum Sinar. If this Condition Subsequent is not met by the cut-off date or waived, the Vendor shall refund the Purchaser a sum calculated based on the value of the hectareage of Lot 13 land, Lot 14 land and L

Jay, there's no need for deep value triplc, if Rozali believe in the 'great value', offer us an exit at 2.30, and he can laugh to the end at discounted value on Puncak while losing out the opportunity to make big bucks on triplc.


All I can say to Rozali is, fool me once, shame on you, fool me twice, shame on me.

Don't see any relation between Unit Kerjasama Awam Swasta and SC investigation...

if the water deal with Selangor state government gone bad, I won't say a word, either sell at huge loss or stand behind Rozali to defend what's right, depending on what makes more sense.

If after asset disposal, Puncak is holding on to 0 asset and price at 0.90 against my valuation or what I read through analyst reports, then I won't say a word and sell, cause I'm making a huge mistake in my investment.

well, so far, Puncak is still holding on to around 2.30 cash and 3.10 net asset per share while trading at 0.925. if Rozali has been mistreating us, then we should unite to challenge. If not, learn to know the reasons behind the fall.

If our mentalities of investment is to avoid 'bad bosses' then either the market is full of bullies, cause majorities know they won't be touched or the market is full of traps, not knowing which company will gone bad just because some major shareholder went short-circuited. Only when minorities learn to defend themselves can we get fair deals and not falling into another trap.

ks55, if I were to invest in those you have proposed and things gone bad cause some of these major shareholders gone haywire, should I just sell at loss again and bail? If so, I might as well put my money in FD or invest in other equity market, cause there's simply no safety of investing in Malaysia equity market!

If you are minorities of Puncak Niaga, take the initiative to call SC, seeking alternatives or a better deal. Complain with no results is always better than not complaining while wondering if there will be any impact at all!

The basis of investment rest on a sound regulatory system. If there isn't any, what's the difference between investment and money game?

Jay, like I said, if the deals, be it TRIPLC or plantation, be SO good to be true, offer Puncak minorities an option to GO, not much 2.30 per share. Tan Sri Rozali can laugh to the end mocking short-sighted minorities for missing out the opportunity of the lifetime.

I would rather take 2.30 cash then investing in overpriced companies to be written off later!

ks55 sometimes it makes sense to hold. In Puncak's case, like it or not, the cash is still above 2.00 per share and NA per share is still above 3.00. So long we minorities can voice out with SC taking actions, there's still chance we will be able to recoup our investment. After recouping, I will avoid any share Rozali has a hand, unless I am not aware of it.

I'm learning to invest, not to gamble or participating in money game!

Jay, if current Puncak's management team can incur over 400+ million losses over the last 6 quarters with less than 110 million revenue, sure can it continue to loss with the addition of TRIPLC and/or Sarawak plantation. Might as well close down all businesses and sell all assets to distribute us the cash. Tan Sri Rozali can acquire TRIPLC at 210 million and plantation of 1.5 years old (immature trees on matured land?) at 45,000 per hectare and show how stupid his minorities are for missing out the opportunities of the life time to PNRTR (Puncak Niaga Rich To Richer.) I just hope to get out at 2.30 cash offer (I'm not even looking at Tan Sri selling everything of Puncak Niaga) so I won't have to face the risk of PNPTP (Puncak Niaga Poor to Poorer.)

Is PN is the stock market's JJPTR?!?

political counter? More like mafia counter to me...

can you guys stop the nonsense?

Reporting another 42.7 million losses with 20.3 million revenue!

angiess, err... from my understanding, every deal which is under SC's purview will be evaluated accordingly. So, when roger123 said 'investigated', I'm kind of curious too as to what he meant. Though, given his record, can't say much

angiess, what did you hear?

hopefully, there are sufficient shareholders calling SC already and SC has made the right moves...
Having attended the AGM, I sincerely doubt Rozali's personality, a sharp turn from what I read through quarter reports and annual reports (Sigh, CIMB's analyst reports really screw me up this time in big way...)

Anyway, I have done all I think should be done, attended AGM to raise my concern in hope Rozali would rework the plantation deal to ease shareholders' concern or offer a privatization offer (or selective capital repayment or whatsoever.) besides meeting SC in hope further clarification is offered on the PN 16 classification (was told will be updated once clearance is given.) Otherwise, can only hope SC is really taking this matter seriously, given that the PN 16 is not enforced on Puncak right after water asset disposal from the beginning that has contributed towards Rozali's chances of ignoring minorities interests.

Otherwise, guess have to pray kuat kuat that the TRIPLC deal can really deliver (have little faith it can be stopped at all) and plantation can bear fruits at 1.5 years 'matured' trees claimed by Puncak.

Really no clue what to do myself, selling some and my cost per share will rise and make me felt like being taken advantage of, yet seeing little future with what's offered so far. Guess the only consolation would be Puncak will most likely trade around this level until either good or bad event hits it again...

Roger, if I'm LTH with deep pocket and connections, I'll keep on buying at this price and at least until 2.00 or owning more than 51%

Oh, I did also mention to Rozali's son that a 200 million expenditure on share buy back not only benefits minorities and improve trust, the deal will boost his own net worth and increase his own shareholding. It's not right not even doing the minimum...

tenmil, thanks. I have spoken to Rozali's son. What I am trying to convey is as follow: Rozali is rich beyond believe in Malaysia, at least the top 1%. How Puncak's minorities are being treated are not right. The plantation deal is clearly overpriced. Even though the land itself is cheap, the cost of planted (he can't say much how much will be paid to the roughly 2000 hectares planted after the announcement, part of what I am angry about) is extremely expensive if the similar deal is compared to. I don't know much about the planting cost, but my guess it will most likely less than 20,000 per hectare. It is crazy to pay 45,000+ per hectare even when the trees are planted during the negotiation (where's the cutoff point where the price will only be the cost of planting?) Furthermore, the deal is ONLY a 36% stake of the plantation and there's a likelihood Rozali will buy the rest. And, at what price? Another 45,000 per hectare? If so, we are looking at between 100 - 400 million additional cost to the company, assuming 11,000 per hectare overpriced. If Rozali has so much faith in the plantation deal or TRIPLC deal, offer us a selective capital repayment option to let us minorities an opportunity to go. I didn't have the chance to propose a price, but the cash per share of the company is 2.40 (my guess is over 40 million has been thrown in for the plantation deal) with NA of approximately 3.20. An offer of approximately 2.30 should do just fine, assuming 45 millions are kept to fend off the Selangor state government's claim. I believe I am neither greedy and ungrateful for his years guiding Puncak Niaga nor ideologist seeking 100% fair treatment. He will still be sitting on 2.40-2.60 cash per share and 1.60 other assets on per share basis.

Frankly, real upset when he said he's aware the share price is less than 1.00 while company cash is 2.40 and NA is 3.20 and daring to suggest us to buy without even initiating share buy back and buying shares from the market for himself.

Think no provision or impairment in near term, but doubt can be good either. Unless selective capital repayment option is offered, hardly any chance to see upward momentum in near term... don't like what I heard in the AGM

She encourages all shareholders to join MSWG and will see what can be done after attending the AGM

MSWG GM, Lya, is here at the AGM, saying she's aware of the issues I have raised and will seek clarification shortly later

angiess, yes, I will be attending the AGM...

kennylim great plan? By buying L3 financial asset in the 2nd quarter to be sold in the 4th quarter? By buying 1.5 years "matured" palm oil plantation at premium? Or by buying a construction company with less than 120 million market cap before announcement at 210 million (while currently traded at less than 150 million, or was I wrong with the number?) while its own share is traded at less than 40% cash value?!?

firehawk, in my opinion, to Puncak minorities, TRIPLC share price has nothing to do with us, the minorities. TRIPLC dilemma has more to do with its board representing the shareholders. I'm tired of reading Puncak Niaga's quarter reports, annual reports, and deals trying to ascertain if any deal is trying to take advantage of us minorities. I'm only hoping to push for a capital repayment option and never look at Rozali and his related companies shares in future (unless I'm not aware of it.) I enjoy investing, not spotting potential misconduct!

Rozali really needs to look into himself to ascertain if he can really treat his minorities in this fashion...

think the news reporters reporting IWH back into the game have to reveal the 'source' cause its impacting the share price and have mislead investors

There's vision, buying plantation and construction company at premium...

The company still has over 1 billion cash in hand, the cost of Selangor state government's final cost is not even 10% of the cash value, yet the company share price has fallen to less than 40% cash. Worse yet, some smart guy suggesting it should trade below 20% cash in hand... What's more interesting yet disgusting, the company's board is doing nothing, as if minorities are used disposal diapers...

PN 16 is for cash rich company of which cash is 70% or more of company asset. Currently, Puncak is no longer under this category. Furthermore, a sue that demand money from Puncak will only drain its cash, instead of the other way. So, it won't trigger PN 16 classification. The best option for minorities, I guess, would be a collective action demanding capital repayment option.

http://www.bursamalaysia.com/market/listed-companies/company-announcements/5424393

Puncak wishes to announce to the Exchange that the Company had, on the evening of 9 May 2017, received a sealed copy of the Amended Writ together with an Amended Statement of Claim both dated 28 April 2017 from the solicitors of Pengurusan Air Selangor Sdn Bhd (“PASSB”).

The Suit arose from alleged breaches on the Sale and Purchase Agreement dated 11 November 2014 (“SPA”) between Puncak and PASSB relating to the disposals by Puncak of the entire equity interest and cumulative convertible redeemable preference shares held in Puncak Niaga (M) Sdn Bhd (“PNSB”) and 70% equity interest and RM212.0 million nominal value of redeemable convertible loan stocks held in Syarikat Bekalan Air Selangor Sdn Bhd (“SYABAS”) to PASSB for RM1,555.3 million in line with the consolidation/restructuring of the water industry in the State of Selangor and the Federal Territories of Kuala Lumpur and Putrajaya by the State Government and the Federal Government. The disposals of PNSB and SYABAS were completed on 15 October 2015.

In the Suit, Puncak is named as the First Defendant.

The relief sought by PASSB against Puncak is as follows:-

(i) a sum of RM63,237,583.05 (“Sum”) to be paid within 14 days from the date of the Honourable Court judgment.

(ii) interests on the Sum at the rate of 5% per annum to be calculated from 22 August 2016 until full payment thereof.

(iii) a declaration that Puncak continues to indemnify PASSB for all losses which arises after the filing of this claim that PASSB may suffer as a result of the breaches in this action, including but not limited to future RPGT relation to the transfer of properties of PNSB to Puncak Group under the SPA.

(iv) general damages to be assessed (“Assessed Damages”) and interests on the Assessed Damages at the rate of 5% per annum to be calculated from the date of assessment until full payment thereof.

(v) an order that Puncak do deliver to PASSB the original or photocopies of PNSB’s documents within seven (7) days from the date of the Honourable Court order.

(vi) costs and interests at the rate of 5% and other reliefs or orders that the Honourable Court may deem fit and proper to grant.

Puncak has instructed its solicitors to contest the matter and to file an appearance at the pre-trial case management on 17 May 2017.

Pending the outcome of the Suit, there is no financial impact on the Puncak Group. There is also no operational impact on the Puncak Group.

Puncak will make the relevant announcement on further developments on this matter in due course.



This announcement is dated 11 May 2017.

I did mention, however, should Puncak believe in its strategy of the plantation and TRIPLC deals, let Puncak minorities a exit option at 2.30 per share. I didn't ask for much, given Puncak has a NA per share of 3.19 and cash per share of approximately 2.40 (1.1 billion cash with approximately 454 million shares after full conversion).

I didn't file complaint to SC with regards to TRIPLC deal. I have mentioned before I have no idea how to value this company at 210 million. I am a small shareholder seeking to right what's wrong with Puncak cause I'm a minority there. I merely commented here earlier because there's a likelihood TRIPLC might fall into the same situation like I do with Puncak and probably TRIPLC (potential) minorities should be aware too before they consider adding position.

真好笑，被高价吃掉也好过只有大股东吃。。。再说，只有真正为公司经营 才能获得好的估价 和小股东的支持 而高股价本身就是最好避免被收购的行动，有人能收购美国苹果，谷歌 等公司吗?只有自私的大股东才会那么想，要不就是被糊弄了

And, may I add, the more shareholders calling SC, taking active role to seek better treatment, the better the outcome it can be. So, I would appreciate active participation from all of you.

ks55, like I said, I don't know if what I'm doing can have any effect, but I'm trying my best and approaching whom I think can have an impact. Of course, if you are a minority sharing the same concern, you are welcome to approach SC to learn what I have been trying to do in case if you thought that I'm just cakap cakap here. Posting 'I doubt' won't make a difference, trying new approaches from each lesson learnt will offer hope.

chonghai, I was informed by SC around 3:30 pm today the investigation is still ongoing, except that they can't reveal any detail, and reassure me its been taken seriously. I have stressed my request for a capital repayment option and not intended to go against Rozali. Lets see how it goes, given the concerns have been filed already. If you are a shareholder and is concerned, do call SC. Every shareholder raising concern counts!

hopefully its foreign funds buying... at least the share price appreciation will stay

what's going on? Luckily I used to buy, hold and wait... hopefully its the Jeju ruling giving BJLand billions ... but then, bjland share price not moving, headache...

I was wondering if the board had known about this issue prior to the announced M&A?

hng33 very geng!

impairment on the ownership of BJTOTO is almost a certainty, except the amount impaired is yet to known given the recent financial results for the past 4 quarters. Given Ritz-Carlton Residences is yet to be completed (hopefully in another 3-6 months with impact only to be felt for 1QFY2018 or 2QFY2018,) there's little to present a good 4QFY2017 earning report except for (1) an impairment so small (wonder if that's possible) that the gains from selling subsidiaries is more than enough to offset (2) sale of the 2nd half of properties WRT 2nd phase Kyoto Four Season Residences are good and completed in the last quarter (3) a surprisingly good ruling favoring BJCorp (well, BJLand actually) from Jeju project (a bit doubtful, given that VT sold his BJLand ownership to BJCorp (4) a stellar performance from Vietnam Toto that BJCorp can somehow be included into its 4QFY2017 result.

actually, I have underestimated how badly the Ritz-Carlton Residences can be delayed, surprised by Vietnam Toto not allowed to announce details of BJCorp's involvement. Still, these are much more bearable compared to my other holding, Puncak Niaga.

BJCorp can't reveal anything about Vietnam Toto, Malaysia Toto not doing well, its property projects are delayed or in court or in the process of being sold, its retail businesses not expected to do well given current economic environment. The boss not helping either, kept issuing new shares to himself in exchange for BJLand, acquiring companies minorities are scratching head. what to do? Can only hope with Ritz-Carlton Residences completed soon, Kyoto Hotel doing well and properties 100% sold now, Jeju court case showering BJCorp with a lot of cash and Vietnam Toto starts to contribute towards cash flow.

steveooikp, if you are shareholder and worry about the situation, you can always call SC, attend AGM, MSWG, or any other measure to help. What you are doing now won't change a thing...

Sigh! Can only hope Rozali offering capital repayment option or SC intervene, otherwise, minorities will be squeezed harder and harder...

there's nothing BJCorp can do, so long BJToto profit keeps falling, it will have to conduct impairment to reflect the value of its gaming license in Malaysia, sigh! Yet, BJCorp can't reveal much about Vietnam Toto's venture

err... given BJToto's profit of late, I guess there will be another impairment ahead in the 4th quarter BJCorp financial report. Hopefully the profits from disposing other companies helps...