https://m.malaysiastock.biz/Company-Announcement.aspx?id=1345547

Maa has been looking for businesses to buy since it sold off its conventional insurance and takaful , twice to Zurich at big profit. All it’s insurance businesses in Malaysia already sold to Zurich. Its main revenue now is mostly the overseas insurance business in Philippines and shares investment (like hedge fund).

I think there is probability major shareholder will do a voluntary general offer (not SCR) like Jardine’s second attempt in takeover of cycle carriage Bhd.

https://www.theedgemarkets.com/article/jardine-ccl-makes-fresh-takeover-bid-cycle-carriage-bintang-rm240-share

https://www.cnn.com/travel/article/air-travel-recovery-2024/index.html

https://www.marketwatch.com/story/travel-will-never-ever-go-back-to-the-way-it-was-airbnb-ceo-says-2020-06-28

" As at 31 Mar 2020, the Group's profit before tax decreased by 20% to RM9.16 million as the MCO disruptions had severely affected the Group's result in the month of March due to significantly higher impairment allowances incurred for the hire purchase segment. " (based on latest report)

In my opinion, it is just going to get worse before it gets better because Malaysia MCO only started on 18 Mar 2020, and as at 31 Mar 2020, the result already showed "significant high impairment."

Coming quarter results and prospect will only gets worse ... and brutal...

at least the board is being honest of the outlook.
page 11 of the quarter report .

"Impairment allowance increased by 40% to RM23.66 million. Credit loss charge (i.e. impairment allowance over average net hire purchase receivables) increased from 3.8% to 4.2%. The higher impairment allowance and credit loss charge were mainly due to a significantly larger
hire purchase receivables portfolio and higher expected credit loss provisions in view of the uncertain economic effects arising from the ongoing Covid-19 outbreak. In addition, the unprecedented MCO has disrupted our hire purchase operations and the payment behaviour of
our hirers.

According to the Bank Negara Malaysia, the unemployment rate is likely to surpass its earlier forecast of 4% issued in April 2020, amidst a complete halt in economic activities under the first three phases of the MCO from 18 March 2020 to 3 May 2020 ... "

We know the seller is Urusharta Jamaah. But who is the buyer? Yi-Lai has always been sleeping all these years. Really wonder who buys all the shares unload by UJ.

https://www.theedgemarkets.com/article/stateowned-perak-corp-now-pn17-firm

Bad debts held by Affin ?

Maybe you will be “ right”. Maybe the dissenters will “ lose “ eventually . Maybe the value trap will persist longer than anticipated.

But the thing is , many of us (long term shareholders) already recover most of the cost over the years through dividends . I think the odds favour our side more even if the value trap persist longer than expected .

I’ve said earlier , it’s about probability and also we believe the reward will outweigh the risk in long term .

Funny thing is we dissenters don’t see it as a lost.

In an efficient market hypothesis (not that I subscribe to it) , if you own a share which you think is worth around RM1.10, and I also own that share and I think it's worth around RM2 a share, I can try to convince you that I'm right. And you can try to convince me that RM1.10 is the right number with different assumptions, models and variables.

But this is all kind of silly don’t you think? For public company, you can sell your shares on the stock exchange anytime if you think the company is not worth investing.

This is such a pleasant way of avoiding argument that it is the principal way that people in finance make arguments. When investors think a share of a company is worth more than the market price , they buy the share or the hold on if they already own the share. The buying, selling or holding is the argument and we never have to discuss it. :)

Hence I don’t understand about those naysayer of this company unless there is a way to short MAA and make money. My interest has always been in behavioural finance hence this is not surprising to me at the same time . Just reinforced the contrary of the above mentioned hypothesis; the market is irrational.

Assuming you are owner of a company holding 40% majority, why would you want to deliberately buy another company which is bad or overpaid for it? Why you want to make any harm to your company (although you only own 40%)? Any harm accrued is 40% harm inflicted to ownself. Or why would you want to risk your reputation for bad business judgement?

In fact, I mentioned to the Board I applaud them for not rushing to overpay any other business without careful due diligence just for the sake of buying.

So…another theory is … the owner will buy his own or affliates companies. Again, this is a misconception. We have seen the result in AGM that shareholders will block any related party transaction. When it comes to any related party transaction, conflicted party cannot vote. With the recent result of 68% voted AGAINST … I don’t think any related transaction will go through if its major one.

If you are suggesting more theories, it’s your mind, you can go imagine whatever you want. I’m not saying it’s impossible. Everything is possible in this world. In school we learn about probability. Every investment has risk. It’s better to place your fund into risk-free rate investment like Fixed Deposit than self fulfilling all the probable scenarios. It’s not worth your time and health. My two cents

Dear Fellow MAAG Value Shareholders,

Melewar is offering RM1.10 to Minority Shareholders when MAA’s Fair Value is worth RM2.08 per share. Why I think it is an insult the Minority Shareholders should reject.

“Selective Capital Reduction” (SCR) is a proposal by the company to remove minority shareholders from the company by cancelling their shares. In return for the minority shares to be cancelled, the company will pay RM1.10 per share to the minority shareholders when the fair value of company is worth RM2.08 per share, a figure analysed by the Board appointed adviser. This amount total about RM184.5 million to takeover the minority shares will be fully paid by the company’s own internal fund . The controlling shareholder (Melewar) is then left with 100% full ownership. The controlling shareholder will not use a single cent to control all the remaining assets. In my opinion, this transaction is detrimental of minority shareholders interest. I think it is offered at the disadvantage of the minority shareholders for the benefit of majority shareholder at the expense of the minority shareholders.

This is NOT the case of other company (third party) trying to takeover our company. This is a case of our own company majority shareholder who sit at the Board Level with our continuous support wants to remove/eliminate us as shareholders but not willing to pay the minority the FAIR value . An offer at 47% below to the company’s fair value is shocking and insulting. It is akin to someone offering you almost half price of your property fair value and ask you to get out.

MAA is not just any other company. MAA is very cash rich company, after selling off many of their businesses. By next month 30 June 2019, MAA is going to receive another RM93.8 million from Zurich Insurance Group. The liquid assets are increasing and it was reported that the cash components of MAAG by end of June 2019 will be RM1.36 . The value of cash itself is immediate and evident.

MAA still have other investment holdings (PROPERTIES and investments in SHARES and BONDS) and others. The other main portion is the General Insurance business in Phillipines which is at the forefront of the rapidly growing. I believe that at MAA General Insurance Phillipines current NAV is underappreciating MAA true earnings power as the uptake. Quote from MAA Quarter Report 31 Dec 2018 (page 27) “the Group expects MAAGAP to continue with its growth momentum in 2019 to generate positive profit contribution to the Group”. There is more value to be gained to hold out for a much higher price and derive significant value and more shareholder benefits in the long term.

One of my propose alternatives is “the current propose SCR will cost the Company about RM184.5 million. Why not the Board propose a capital repayment to ALL shareholders with the same amount, each share will get RM0.675 and after the capital repayment the NAV per shares is RM1.265 A cash distribution WITHOUT cancelling minority shares makes more sense and will be in the best interest of all shareholders.” The Board ignored my proposed options.

By recommending such a transaction, I believe the Non-Interested Directors must have been misinformed by their advisors. It is difficult to understand on what grounds, if any, the independent directors concluded that the SCR, a transaction that allows Melewar to capture the whole company at fire sale price and complete eliminating the rest of minority shareholders, is in the best interests of the company?

It’s time that we the value shareholders of MAAG do something to stop this UNFAIR transaction by voting AGAINST the resolution on 29 May 2019 Wednesday. Your VOTE matters.

MAA was classified as a PN17 due to inadequate business . Not because it’s in financial distress.
https://themalaysianreserve.com/2017/03/31/insurance-firm-maa-caught-in-between-regulations/
https://www.theedgemarkets.com/article/new-business-lift-pn17-status-end-2017-%E2%80%94-maa-group

“We have explained this to Bursa Malaysia and they understand. It is about finding a common ground to the issue” . (Quoted from Tunku Datuk Ya’acob on 20 June 2014)

Then Tunku Datuk Ya’acob now say “There is a risk that MAA will be delisted” (Quoted from The Edge Malaysia on 18 May 2019)

Now that the ex-CEO of MAA (Datuk Muhamad Umar Swift was CEO of MAA from 2008 until Feb 2019) is the current CEO of Bursa Malaysia . Don’t you think he will “find a common ground to the issue” because MAA is a very healthy company. No one will understands MAA more than Datuk Muhammad Umar Swift.

I am shocked that Tunku use this tactic so that he can to take the company private at the low-ball price of $1.10

That statement is misleading and unreliable in respect to the Proposed SCR .

Even if Bursa Malaysia de-list MAA, which I confidently know they won’t because Bursa Malaysia will put investors’ interests ahead of the interests of a powerful group. In common law, the Board of Directors possess the ultimate powers to make decision of the company subject to the duties of directors to act “in the best interest” of the company.

Depending on the type of dispute or issue, the directors must place higher priority on the interest of persons truly affected. For instance, in a case of a de-listing of the company, the Malaysia Court of Appeal held that since the shareholders were the most affected and not so much the company, the directors must act in the best interest of the shareholders (Pioneer Haven Sdn Bhd v Ho Hup Constructions Co Bhd & Anor and other appeals [2012] 3 MLJ 616).
(Page 216 Paragraph 230 & 231 )
Full judgment can be view here https://www.malikimtiaz.com.my/doc/pioneer.pdf

Whether ... an intelligent and honest man in the position of the director of the company concerned, could in the whole of the existing circumstances have reasonably believed that the transactions were for the benefit of the company. (Page 217 Paragraph 234 )

Even if in the case of de-listing (which highly unlikely in my opinion), then it is to the minority shareholders advantage to seek for cash distribution and liquidation. Well, I think I prefer this way to get a fair value determined by the court. The court may made an order for the company to be wound up as remedy of oppression against the members of the company. In "Rahya Trading Sdn Bhd v Tong Khin Company Sdn Bhd and another [2014] ", the oppression of a minority shareholder was proven due to the company’s insistence that the minority shareholder remains as a shareholder against his wishes even though the company was no longer involved in any business. As a result, the court granted the relevant protection.

In my opinion, the de-listing won’t happen. But even if it happens, the legal precedents are in the minority favour. I think it is just a tactic to scare investor to sell their shares.

That's why there is fundamental BIG DIFFERENCE between MAA and other SCRs ...

Before the SCR, Daiman already owns 53.38% , Selangor Properties already owns 68.25%, Suiwah&PAC already owns 52.08% .

MAA, the Offeror owns 38.6% (less than 50%)

I am not saying it's easy. ASSUMING, the minority or any fund can get consent or support of the remaining 61.4% , you can control the Board (with simple majority 51%). I heard that some foreign fund is accumulating MAA shares. I cannot verify this info. I hope it is true. I will definitely give support to the fund to protect and represent the minority.

The previous mentioned other companies , you cannot control the board anymore.
Maybe Offeror may have hidden party acting in concert (PAC) not disclosed; but I doubt that coz that would be against the law. So I rule that out. MAA shareholders are quite disperse. Eg. If the no 5 largest holder is really the DBS Bank Ltd of Singapore, they will not entertain this nonsense from the Offeror. DBS Bank Ltd, if you are reading this, we need you to be there at the EGM at vote AGAINST the nonsense

We hope with others onboard, we will request the directors to convene a new meeting for a NEW resolution. To ask for a vote of special dividend or cash repayment of RM0.675 per share given to ALL shareholders (yes including to the Offeror). To convene a shareholders meeting, we need 10% of the TOTAL shares value and then write in. That will be Chapter 2
It will be made known to the Board during the AGM of our intention. But I bet they have people reading here already.

Exactly one year ago at this date, fellow Malaysians manage to vote out the government they believed that only serve their own interest and neglected their duty of care towards the people.

You as a shareholders can make that change too on 29 May 2019. Your VOTE is important. Vote AGAINST the Melewar buyout scheme and vote them out.

Like i said, there is nothing confusing or any ambiguity in this section of the law (as attached in the previous link from Securities Commission website). The law has changed in recent years. The 50% is an old law; pre-Hong Leong EON Cap saga.

It is also stated in the Circular (page 13 paragraph 8). please take time to read the Circular.

CONDITIONS TO THE PROPOSED SCR

The Proposed SCR is subject to and conditional upon the following approvals being obtained: (i) the Non-Interested Shareholders, via a Special Resolution, at our Company’s forthcoming EGM. The Special Resolution:
(a) must be approved by at least a majority in number of the Non-Interested Shareholders (#1 condition)
AND 75% in value to the votes attached to the MAAG Shares held by the Non-Interested Shareholders that are cast either in person or by proxy at the EGM; (#2 condition)

AND
(b) must not be voted against by more than 10% in value to the votes attached to the MAAG Shares held by the Non-Interested Shareholders of the total voting shares of our Company; (#3 condition)



Let me give you more reassurance than I can already provide.

http://www.bursamalaysia.com/market/listed-companies/company-announcements/6145613
The Suiwah Berhad 's result of the poll , show the meaning of " in terms of value " if you still cant comprehend the meaning of " in terms of value "

It's your shareholdings (number of shares) that matters (for #2 & #3).

For the resolution to pass , it needs to meet all three conditions (#1 condition, #2 condition, #3 condition). If 2 conditions are met, it will NOT go through.

#3 condition is a VERY UNIQUE . The 10% objection rule is a “unique” minority shareholder protection device given by the law.

All minority shareholders must exercise your voting right. Just remember how we change the government in last year 9 May 2018 General Election.

We will use the shareholders General Meeting on 29 May 2019 to send out strong message to the Board of Directors. Let's thwart this UNFAIR transaction and vote AGAINST it. They failed to protect us (minority shareholders) when we paid them substantial salary to safeguard our interest.

See you on 29 May 2019.

Please do not confuse the reader here. The vote is not by show of hands. It is by poll vote.

It is clearly stated in the RULES ON TAKE-OVERS, MERGERS & ACQUISITIONS by Securities Commission

Full copy can be downloaded here : https://www.sc.com.my/regulation/guidelines/take-overs-codehttps://www.sc.com.my/regulation/guidelines/take-overs-code

The exact link for that paragraph is stated here in 2(f)
https://www.sc.com.my/api/documentms/download.ashx?id=af84be15-b5ac-4c64-8ffb-087d9c84d427

There is nothing to be concern or contradictory about. It's the VALUE (of your shareholdings that matters). It is NOT the numbers of shareholders that count. It is also stated in the offer document and circular too. You may delete your previous post :)

The Special Resolution to be tabled at the EGM in respect of the Proposed SCR is required to be passed by at least a majority in number of the disinterested shareholders of MAAG and 75% in value to the votes attached to the disinterested MAAG Shares that are cast either in person or by proxy at the EGM. Further, the Special Resolution must not be voted against by more than 10% (i.e. 16,774,067 shares in terms of value) of the votes attaching to the disinterested shares of the total voting shares of the Company (i.e. 167,740,668 shares in terms of value)

The propose SCR will cost the company about RM184.5 million. If the Board propose a capital repayment to ALL shareholders with the SAME amount, each share will get RM0.675 and after the capital repayment the remaining NAV per shares is still RM1.265 A cash distribution WITHOUT cancelling minority shares makes more sense and will be in the best interest of the company (all shareholders.)

Since the Board of Directors recommend and willing to let the controlling shareholder Melewar to use RM184.5 million from our own Company’s cash to kick the minority out, why not use the same amount (RM0.675 per share) to distribute to all shareholders (whether as dividend, special dividend, cash repayment or combination) and everyone remains as shareholders

I have communicated my view and proposal in private to the Independent Board of Directors (official letter by post and email sent on 1 April 2019) but they ignored and totally disregard my view as minority shareholder. They are very arrogant.

During the general meeting on 29 May 2019, we will seek a special resolution to make a binding recommendation on the directors of these recommendation (RM0.675 cash repayment) because it is in the BEST interest of the company. Do you agree?

The recommendations given by the Independent Directors in the Circular has shown they are spineless and shameless even though the price offered is grossly unfair and at minority shareholders disadvantage.

This is what Warren Buffett wrote in one of his Berkshire Hathaway's letters to shareholders on SHARE BUYBACK (stock repurchase) :

"...The companies in which we have our largest investments have all engaged in significant stock repurhases at times when wide discrepancies existed between price and value. As shareholders, we find this encouraging and rewarding for two important reasons - one that is obvious, and one that is subtle. The obvious point involves basic arithmetic: major repurchases at prices well below per-share intrinsic business value immediately increase, in a highly significant way, that value. When companies purchase their own stock, they often find it easy to get $2 of present value for $1. Corporate acquisition programs almost never do as well and, in a discouragingly large number of cases, fail to get anything close to $1 of value for each $1 expended.

The other benefit of repurchases is less subject to precise measurement but can be fully as important over time. By making repurchases when a company’s market value is well below its business value, management clearly demonstrates that it is given to actions that enhance the wealth of shareholders, rather than to actions that expand management’s domain but that do nothing for (or even harm) shareholders. Seeing this, shareholders and potential shareholders increase their estimates of future returns from the business. This upward revision, in turn, produces market prices more in line with intrinsic business value. These prices are entirely rational. Investors should pay more for a business that is lodged in the hands of a manager with demonstrated pro-shareholder leanings than for one in the hands of a self-interested manager marching to a different drummer.

The key word is “demonstrated”. A manager who consistently turns his back on repurchases, when these clearly are in the interests of owners, reveals more than he knows of his motivations. No matter how often or how eloquently he mouths some public relations-inspired phrase such as “maximizing shareholder wealth” (this season’s favorite), the market correctly discounts assets lodged with him. His heart is not listening to his mouth - and, after a while, neither will the market...."

Like said, share buyback is a universally employed method by good corporate governance board. Nothing new unless they choose not to.

In my opinion, I think it was part of their tactics so that the minority shareholders will sell shares to them at an UNFAIR price. They know the minority shareholders’s ability to hold their shares would be lessened by the absence of dividends (even though they have said they will distribute the dividend). Then came this silly proposed SCR that only benefit ONE party; the majority shareholder, Melewar; the one who put them on the board in the first place. What a coincidence.

Also, MAAG shares has been traded at a massive discount to its net asset value (NAV). But, instead of trying to close that massive discount gap with share buyback, the Board stopped the share buy back program since 17 Oct 2016 despite given the approval by shareholders to do so in previous general meetings; while the company cash and equivalents are swelling. Share buybacks are one of the methods employed globally for good governance company to close the discount gap between share price and its NAV. Share buyback benefits EVERYONE , all shareholders and is in the interest of the company. But the Board of Directors choose not to use efficiently use the cash reserve of the company.

Highlight of some assets (Page 32 of MAAG Annual Report 2018)

Investment properties RM46,234,000
Investments RM 239,473,000
Fixed Deposits, Cash + Receivables : RM255,632,000 + RM103,397,000 = RM 359,029,000
Etc.
(*Most of the Company’s receivables of RM93.75 million will be paid on 30 June 2019 by Zurich Ltd. )


Melewar, the majority shareholder propose to use RM184,514,735 from the Company's bank account to squeeze out all minority shareholders by cancelling the minority shares so that Melewar can own full 100% ownership of the remaining assets.

I CANNOT understand the action of the Independent Directors. By agreeing to this accept the deal, I can only conclude the independent directors must have been misinformed by advisers or there is favouritism by them towards the majority shareholder. How else can one explain a conflicted transaction that minority shareholders will not only get less than all the liquid assets of the company and other receivables (RM359,029,000) that was due to them; the minority shareholders will get NOTHING for other remaining assets (the properties and other INVESTMENTS).

The Proposed SCR benefits ONLY the controlling shareholders at the expense of the minority shareholders. I totally cannot understand on what grounds, if any, the independent directors concluded that the proposed SCR is in the best interests of the MAA shareholders.

In my opinion, the board of Directors are empowered to do ridiculous and even inconceivable things to take advantage of the minority shareholders.

Whether "an intelligent and honest man in the position of the director of the company concerned, could in the whole of the existing circumstances have reasonably believed that the transactions were for the benefit of the company.”

The essence of the stock market is to make money. You trade/invest/speculate to make money. If you define "greed" by that; then yes, I am "greedy". Even the world famous investor "He-Who-Must-Not-Be-Named" famous quote ; "Be greedy when everyone is fearful; be fearful when others are greedy"

In that case, you would agree too that the Offeror's greed must exceedingly offshoot to the orbit compared to ours (the minority); the fact that the Offeror have the guts to openly give such an insulting low offer to buyout us.

One would have to be greedy in order to accept the risks associated with the stock market. And in an efficient market, investor would expect to be compensated fairly for taking such risk. They called it the "Equity Risk Premium".
https://www.investopedia.com/terms/e/equityriskpremium.asp

With all due respect, I strongly advise you to sell your shares in the open market tomorrow onwards because with all sincerity, I am confident that this SCR proposal will FAIL.

I am not a short term shareholder. The market is unavoidably less efficient when market is too focused in short term. The price will swing to god-knows-where, either UP (if the market anticipate Offeror will offer more) or DOWN (if the market think the Offeror will abandon the plan and not up the offer)..or for whatever reasons that one can only speculate. It's bi-polar in nature.

Like said, I am a long term shareholder of MAA. The short term price swings does not bother me; and it should NOT be as the nonsense excuse that the advisor might come up to advise minority to sell.

@yasuyo We would appreciate if you want lead us since you have more experiences in this business with institutional investing tools. If not, we are happy to just work closely with you. Let's keep our options open and do our best to stop this oppression of minority shareholders.

This weekend, I hope you guys find time to write complain to Securities Commission, the MSWG and MAA Board of Directors. Please email :
aduan@seccom.com.my (SC)
https://www.sc.com.my/investor-empowerment/lodge-a-complaint/capital-market-service-related-complaints
http://www.mswg.org.my/complaint
https://www.maa.my/maa/maagroup/index.php?contact-us-1

yes, let's form the group that will reject the offer. I respect other speculators that wish to sell early. We all have different priorities, different timeline of investing. Some treat stock market purely for speculating in short term. NOTHING wrong. Just different strategy and style. I do speculating too. But not in MAA. So please respect the few of us here that in this for the long term ; has been in this company for LONG time. (I don't comment negatively to other's comments; i just ignore n respect other opinion. Let's get focus what's important. I'm not keen for proving who's right here or waste my time keyboard warrioring those that differ my opinion).

MAA is in very important / "critical" period now due to this take-over bid... Please email me at markus_see@yahoo.com if you are long term investor that want a FAIR value. I am investor since 2012. I will be away for vacation from tomorrow onwards until 15 march. Hope I can reply fast.
Will just get the name list first , like contact number then we can form a whatsapp group from there . I believe we are all patient investor. :) Usually take over process will take 6 months - 9 months.... depend on the situation; we have time.

Thank you for your understanding.


Take Over transaction
|
If offerer gain 75% of the entitle voting right of the company and not more than 10% vote against
|
Service of notice to the remaining minority shareholders
|
Minority shareholder may request for a list of names and addresses of other dissenting shareholder
|
etc etc...


VERY IMPORTANT IS WE HAVE 10% OF VOTE AGAINST HIS OFFER and BLOCK THE DEAL.

The magic number is : 16774066
16774066 shares enough to block the offer.

@theong = 500000
@markus & partner = 1290000
@balvin & friends = 1694400
@navinshah = 1292000 ?
@jamesooi & friends = 5510000

I have filed a complaint to MSWG at http://www.mswg.org.my/complaint

To : Minority Shareholders Watch Group (MSWG)

Refer to the “SCR Offer Letter” from Melewar Acquisitions Limited and Melewar Equities (BVI) Ltd dated 27 Feb 2019 ( http://www.bursamalaysia.com/market/listed-companies/company-announcements/6077553 ) , the offer means shareholders who accepted the offer not only got less than the money sitting in the bank of the company that was due to them - they got NOTHING for other assets. This is clearly detriment of minority shareholders.

Also, a variety of maneuvers may be considered or constitutes squeeze-out tactics, such as refusal/hold back to declare dividends (despite announcing in the company previous reports that they intent to declare dividends) ** and lately abnormality in selling pressure to depress the share prices to make as if the offer price looks attractive were being deployed. Securities Commission and MSWG should look into this squeeze out action taken by the major shareholder that put pressures on minority shareholders to sell their stakes in the company at at unfair price.

In more fairer markets such as the US, UK, news of a takeover is literally means bidders tend to offer a huge premium over the remaining share price to buy them out. Not here in Malaysia, though. Time and time again, complaints have surfaced that when it comes to a particular type of takeover - majority shareholders buying out the remaining shareholders to take the company private - smaller shareholders are often colluded to sell their shares at unfair prices. It's time MSWG wake up and protect the interest of the minority. Stop making Malaysia a fertile land for the riches to keep taking advantage and squeeze out the minority. It is very disheartening to keep seeing the big bullying the small. Controlling shareholders should stop oppressing or unfairly treat the minority shareholders.

At the very heart of this oppression is the question of unfairness.

** Refer to MAAG Announcement dated 3 April 2018 in attachment ; page 4 Paragraph (g) The Company had utilised RM8.21 million for the payment of dividends for the FYE 2017. The Board intends to utilise approximately RM32.82 million for the payment of dividends to its shareholders for the FYE 2018 and FYE 2019 respectively.
http://www.bursamalaysia.com/market/listed-companies/company-announcements/5745025

Anyway i think we will have enough power to block the deal.
The magic number is : 16774066
16774066 shares enough to block the offer.
Total so far that will vote AGAINST = 9565800

Take-overs in Malaysia are primarily governed by the
Capital Markets and Services Act 2007, the new Malaysian Code on Take-Overs and Mergers 2016 and the Rules on Take-Overs, Mergers and Compulsory Acquisitions 2016.
Whatever decisions SC made is bound to those .

"The funding for the SCR will be from MAA Group’s own funds."
That means shareholders who accepted the offer not only got less than the money sitting in the bank that was due to them - they got nothing for other assets. This is clearly detriment of minority shareholders.
This will be LAST resort. I repeat, LAST resort. To seek court intervention or relief.

A variety of maneuvers may be considered squeeze-out tactics, such as refusal to declare dividends and lately abnormal selling pressure to depress the share prices to make as if the offer price looks attractive. Securities Commission must look into this squeeze out action taken by the major shareholder that put pressures on minority shareholders to sell their stakes in the company.

https://www.sc.com.my/investor-empowerment/lodge-a-complaint/capital-market-service-related-complaints

For now, i urge you guys write to the Minority Shareholders Watch Group (MSWG) . : http://www.mswg.org.my/complaint
Hopefully they will put some road blocks after getting many complaints.

ok... i think the very few here so far already hold half the shares to block the deal (with my estimated calculations). The scheme can go through only if dissenters do not make up more than 10 per cent of the votes (of shares TY does NOT own).


MAAG Shares held by TY = 105 777 084 (38.67%) * Cannot vote in the proposals.
MAAG Shares not held by TY = 167 740 668 (61.33%)
10% of shares NOT held by TY = 16,774,066

The magic number is : 16774066
16774066 shares enough to block the offer.

@theong = 500000
@markus & partner = 1290000
@balvin = 1223800 ?
@navinshah = 1292000 ?
@jamesooi & friends = 4500000

Total so far that will vote AGAINST = 8805800
Still need another 7968266 to vote AGAINST .
Feel free to add up the units of shares you own here.

they will have to call for EGM later date to vote after "independent advisor" report etc...

@balvin71 He is hoping the rest of shareholders worry then blindly sell to him the share at RM1.10 ... when the share is worth RM2.00 . As mentioned earlier, if i were him, i also will take chances and see how it goes. No harm trying to offer at ridiculous low price. See how many naive investors out there and chicken out.

To be honest, if the deal does NOT go through (which i hope), the share price can swing both ways. The market is very unpredictable. Market can anticipate that TY will come back and offer higher, then share price will go up with market anticipation and perception. Or it will float around the offer price RM1.10 as market see and already set it as a "floor" price. Also there is possibility the share will go down as market think MAAG has no hope.
"Remember that the stock market is a manic depressive"
But why you worry? You will not invest in this company in the FIRST place if you care so much what the market think its worth.

Honestly i don't care what the market think. We already saw lately it's being manipulated. It is so obvious. I only care one thing. What i believe how much this company is WORTH.

“ Price is what you pay; value is what you get." Invest for the LONG TERM.

In a "worst" case scenario (not exactly worst/bad at all hence the inverted comas "") , if there is more 10% shareholding shareholders against and the company get delisted due to other criteria (below shareholding spreads etc) there is probability the dissident shareholders (those that reject his offer) just hold on to shares in an unlisted company. I am prepared. I already hold on to this company for 7 years. I can go on another 7 years. I am younger than TY. It's ok. I will wait. You just hold on investment in a private company . Grab is a private company now with private investors. Uber is a private company with private investors. You still get dividend if the company declares dividend.

we know why some invisible hands pressing the share price down just to make as if the offer price looks attractive (in terms of the premium over the market average price).

NTA = RM2.00
Offer Price = RM1.10

DISCOUNT of 45% ! I did not expect this kind of unjust,unfair, unreasonable offer.

And the company is all mostly cash. Nothing illiquid about MAAG.

I wrote back in December 2018 :

Dec 12, 2018 04:32 PM |

I'm betting Tunku will attempt to take company private at the lowest price possible next year 2019 or 2020. It is going to be those commonly “not fair” but "reasonable" kind by independent advisers. Grab as many share as you can now to make it harder for him to acquire 90% in the offer shares (excluding the shares already held by him) should he offer at ridiculously low price.

There are many precedents out there in Malaysia capital market.

"Another example of a privatisation that was “not fair” was that of Hwang Capital (Malaysia) Bhd by the Hwang family. The privatisation had been expected ever since the company’s asset management business was sold in 2014.

But after the first offer of RM2.65 per share — made in late-May 2016 — failed to go through, the offerors raised the offer price to RM2.94 per share. The deal was advised by Affin Hwang Investment Bank Bhd.

While the second offer ultimately succeeded, it was still seen as “not fair” by independent adviser RHB Investment Bank Bhd. This was because the offer came at a 14% discount to the revised net asset value of the company, which was determined to be RM3.42 per share."

MAAG Shares held by TY = 105,777,084 (38.67%) * Cannot vote in the proposals.
MAAG Shares not held by TY = 167,740,668 (61.33%)

10% of shares NOT held by TY = 16,774,066

I hope there's enough of shareholders with shareholding of 16,774,066 shares will VOTE AGAINST his ridiculous offer. In EGM, i will ask him to shove that offer back into his @**.
We only need 10% of sensible and rationale people to reject this proposal.

What he offer is almost exactly the amount of CASH the group has now per share. The rest of the investment (Philipines General insurance) he wants to keep for himself.

MAA asset is mostly all cash and investment that can be convert to cash easily. It's not hard to value. There shouldn't be any illiquidity discount. And in fact i see the philippines insurance is a jewel in its current holding. It's growing year by year and making profit. I think it will continue to grow. It's a good way to tap into that emerging market. If MAA manage to sell both its insurances arm (Conventional insurance and Takaful) TWICE to Zurich at a PREMIUM... Don't you think the Philippines Insurance should demand at a premium price too?

As said before, in Malaysia capital market, there's a lot of precedents of those offers which is NOT FAIR. I ALREADY expect this day will come. I was expecting he offer RM1.50 . The rich big shareholder opress the small shareholders. It's common. It's business. They are rich not because they are generous or fair to the investors but shrewd and cunning.

Of course you can reject his offer. You SHOULD reject the offer. Please REJECT his offer. Please don't sell/accept at RM1.10 . It's blatant day light robbing and he's taking chances and assume there's going to be lots of naive investors in MAA.

To be honest, if i were him, i would offer such ridiculous low price too and take chances. The share WORTH RM2 per share. I OFFER to buy at RM1.10

You judge yourself if it's fair.

The right thing for the board to do is to propose capital reduction and repayment exercise as well as a special cash dividend after getting the remaining balance payment for the Takaful sale and the latest Columbus sale. It's time to reward the shareholders for their continuous support by returning excess cash of the group

Evaluate now what you want to do if that happens. (Even if today’s announcement is not about general offer)
Ask yourself at what price you want to sell to him?

Of course don't expect he will offer any premium or near to the book value (BV). I'm suspecting it's going to be around >20% discount to BV.

For me I will not accept anything less than RM1.70 . In fact I hope you won't sell to him at ridiculously cheap unfair price. You don't invest in risky share to be offer an unfair price. All equity shareholders should be compensated fairly to the risk you have undertaken.

it's very high probability that TY will make an offer to buyout all shares (privatisation)
The million dollar question is HOW MUCH he will offer ?

Yeah how do u know it’s from margin call ? Would appreciate if you could provide info to support ur claim .

I SUSPECT it’s a manipulative selling . It’s being sold and bought by same people to create fake volume of selling ? I have no evidence; just assuming .

The admin block your comment? @theong
What comment ?

I'm betting Tunku will attempt to take company private at the lowest price possible next year 2019 or 2020. It is going to be those commonly “not fair” but "reasonable" kind by independent advisers. Grab as many share as you can now to make it harder for him to acquire 90% in the offer shares (excluding the shares already held by him) should he offer at ridiculously low price.

There are many precedents out there in Malaysia capital market.

"Another example of a privatisation that was “not fair” was that of Hwang Capital (Malaysia) Bhd by the Hwang family. The privatisation had been expected ever since the company’s asset management business was sold in 2014.

But after the first offer of RM2.65 per share — made in late-May 2016 — failed to go through, the offerors raised the offer price to RM2.94 per share. The deal was advised by Affin Hwang Investment Bank Bhd.

While the second offer ultimately succeeded, it was still seen as “not fair” by independent adviser RHB Investment Bank Bhd. This was because the offer came at a 14% discount to the revised net asset value of the company, which was determined to be RM3.42 per share."

anyone knows what happened to the luxury villa MAA owns in Bali; Nagasutra Villa ? sold or where is it park under?

https://youtu.be/wWBfYE9WDlQ

On why BRK offload its re-insurances ...
Re-insurance won’t do great in the next 10years. But it will do just fine ..

@TheContrarian . How do you know? Just curious. That person that forced sell has a margin call by investment bank/broker I guess. This is the only scenario i can think of and someone in the broker house/investment bank leak this info to u. Just hopeful that your info is indeed true!

Anyway is that person in the top 30 shareholders?

I really wonder who in their sound mind is selling.

https://docs.google.com/spreadsheets/d/e/2PACX-1vS2eE5eoh-N-rgMiLi7k5dmCyabo16AIYQctVisGltvD_SowhHqEIQ0zWuP0pRVLZK9or2QwavUQwkb/pubhtml?gid=1689132394&single=true

4 years from 2015-2018... many in the top30 increased holdings.

the board should have hedge their risk in Aussie property market exposure. the australia property market is known to be at their all time high in recent years.... Any sensible n responsible board would have some sort of risk management in this bubbly/frothy market.... In fact, i think they should have try to sell Columbus.

(c)​ ​the core business activities of the PN17 Issuer post-implementation of the regularisation plan is viable, sustainable and has growth prospects to warrant continued trading or listing on the Official List. In this respect, the PN17 Issuer must provide sufficient information in support of its regularisation plan, including -
​ ​ ​
​ ​ ​(i) ​a detailed business plan of its core business activities;
​ ​ ​ ​
​ ​ ​(ii) ​profitability of the core business. Generally, low profit margin or loss making business will raise concerns on the viability of the core business. In the case of a PN17 Business Trust, the ability to generate profits or positive operating cash flow from the core business;
​ ​ ​ ​
​ ​ ​(iii) ​sufficiency of resources and strength and expertise of the key management, to achieve its business plan and expected level of operations;
​ ​ ​ ​
​ ​ ​(iv) industry prospects;​
​ ​ ​ ​
​ ​ ​(v) ​competitive advantage; and
​ ​ ​ ​
​ ​ ​(vi) ​market position; and
​ ​ ​ ​
​ ​(d) the ability of the PN17 Issuer to immediately generate net profits or positive operating cash flow (in the case of a PN17 Business Trust) in 2 consecutive quarterly results immediately after the completion of the implementation of the regularisation plan.

i wonder why they cannot be classified as "Diversified Business (holdings)" with all the subsidiaries and associates companies (insurance in philipines, education centers, mortagage securities business in australia, altech chemical)? Sort of like mini Berjaya Corp, PM Holdings ...etc. They are not a cash company. they sold off their core business (conventional insurance and takaful) but still left the all those subsidiary and associates company. What is really taking them so long to restructure . Any expert in the securities law of Malaysia here? http://customer.bursamalaysia.com:8080/MainLR/Pages/MainPracticeNote17.aspx

MAA has been classified PN17 company since 2011. Must be longest for any listed company in history of Malaysia