I don’t think the change of name is an emotional move. There are several clues that lend support to my reasoning.

First, we need to give credit to PJ Lim for growing Scientex into a great enterprise over the years. Successful entrepreneurs like him is unlikely to be distracted by petty revenges. Besides he should know his offer price is rather opportunistic. So couldn’t blame others for rebuffing his offer.

Second, shareholders with sentimental attachment to the Daibochi’s name are likely to be the descendants of the founders. They have already exited in 2018 by selling their stakes to Scientex. It’s hard to imagine Apollo, Samarang or Public Mutual being sentimental to the Daibochi name despite being long term shareholders. So if this is indeed a petty revenge it’s not hitting the right target!

Third clue lies in the date. As mentioned earlier the Scientex Packaging name has been approved by Companies Commission on Oct 29, while the takeover offer was still ongoing. The name change is probably planned well before the offer has been announced.

Forth, @Investmon you’ve just provided another clue by citing Great Wall. Scientex’s Great Wall subsidiaries are called Scientex Great Wall and Scientex Great Wall (Ipoh). By the same convention, Scientex should have renamed Daibochi as Scientex Daibochi.

By calling it Scientex Packaging it hints at a more central role. It implies Daibochi will become the vehicle for Scientex packaging business. But currently Daibochi is the smaller part of the entire packaging business. Such a prominent name seems inappropriate. Unless, of course, this is the precursor to more corporate activities in the future.

Fifth, although Scientex is famous in the packaging business, the name is associated with the upstream business as a prominent stretch film supplier. Daibochi is well known in the downstream converter business due to its long established portfolio of MNC clients. So the Daibochi name has intangible value that a valuation expert could actually put a figure on. There must be a compelling case based on a greater gain to justify writing off this intangible asset.

This is where we need to hear the full story from Daibochi Board. They should explain to all shareholders what is the game plan with all these moves, including the change in dividend policy. They need to come clean on their earlier endorsement of TA low valuation that assumes just 2% growth after 2026. It contradicts the new dividend policy which indicates desire to retain more earnings for investment, which in turn implies the Board seeing opportunities that can generate return above shareholders’ cost of equity.

If indeed the name Scientex Packaging hints at part of Scientex entities may come under Daibochi in the future, we need to know how Daibochi is capable to fund itself to acquire this larger beast.

Despite being a cash cow, Daibochi does not generate that magnitude of cash to take over Scientex multiple packaging entities. Purchase assets from Scientex in exchange of issuing new shares is a no no, as minority shareholders will veto. Funding through borrowing is risky as Daibochi becomes a highly geared. Or more straight forward, Scientex to acquire the remaining 28% shares in another offer in 2022, so that it can do whatever it wants with its entire packaging portfolio?

Those of you who have not sold your shares, let’s attend the AGMs and pose these questions. Although Daibochi directors are not in the position to explain on behalf of Scientex, hopefully from the way they answer we get a hint what could be coming.

@dumbMoney, thanks for pointing out the 10% limit on share buyback per year. I've overlooked.

Let me try to understand the dividend distribution calculation.

As of last quarter end the cash balance is RM210.76 million or about RM1.51 sen per share. Assume the cash value remains unchanged. Also further assume the scenario where dividend distribution is the full RM1.51 cash instead of just 20 sen. Then the NAV will be reduced from RM3.76 - RM1.51 = RM2.25.

When shareholders receive the RM1.51 cash, it will be at full value.

To do better than the RM2.45 market price today, the ex-dividend share price should be equal or higher than RM2.45 - RM1.51 (cash received as dividend) = RM0.94.

When if market price is reaches RM0.94, the NAV discount will be as wide as 1 - 0.94/ 2.25 = 58%.

Given current NAV discount is "only" 30+%, I suppose the discount will not go as deep as 58%? As long as the ex-dividend discount is less than 58%, in my thinking it will be represents an improvement over today situation.

Another way to look at the current NAV discount of 30+% is this. Today the market may impose a steeper discount on the share investment portion of NAV. But it also imposes a discount on the cash portion of NAV -- may be lesser discount, but there is still a discount nonetheless.

The cash portion of the discount can be completely eliminated if the cash is given back to shareholders. In that sense the overall discount will reduce through dividend distribution.

Just my way of looking at the situation. But I agree share buyback can be an efficient way to reduce discount because management can target the purchase price that helps to close the gap.

I'm appalled and at the same time amazed by the ingenuity of this answer!

It has subverted the meaning of share buyback.

In a transaction where investor A buys 100 shares from investor B, it also means investor B simultaneously sells 100 shares to investor A. Where is the "back" in the share buyBACK? Back to whom? There is no "back" here.

There is no change in the total number of shares in the market. Still 140 million shares.

Share buyBACK only happens when the company itself buys shares from investors, and BACK into the company as treasury shares.

The difference when iCAP buyBACK shares is the market supply of iCAP shares will dwindle. Fom 140 million to 139 million, 138 million, 137 million...

As the supply of shares reduces, the remaining shares in the market become scarce and therefore more valuable. The NAV discount will narrow accordingly.

Too complicated? Let's try another way.

CoL is only willing to pay for your iCap share at 30% discount to NAV. Since no buyer is more generous than CoL, the iCap share can only be sold at 30% discount at best.

But if iCap company itself is willing, stuffed with more than RM200 million cash, it can put in a buy order for 50 million shares of iCap at RM3.65. In other words, buy at zero NAV discount! The discount is eliminated immediately.

Still too complicated? Then don't buyback. Just return the RM200 plus million cash to all shareholders as special dividends.

Still too complicated? OK, how about manager just waives the fees on the RM200 plus million of cash sitting in the bank account? Show some mercy on the shareholders.

Unfortunately I don't think this is an issue of comprehension. Common sense has been subverted on purpose.

It reminds me of the tale of a smooth talking consultant. Whenever he fails to con he will try to confuse his way out.

For every successful new economy company like SEA Limited, I can quote at least two other mult-business old economy companies that are not doing well or have broken up. Latest examples include General Electric, once the most successful company in the world, which has just announced a three-way breakup. So is Johnson & Johnson which will be split into two. More prominent examples closer to home include Sime Darby which has spinned off its property and plantation arms.

No one in the forum have doubted the past success of Scientex’s property cum packaging business. But whether it represents a good personal investment instead of flexibly investing into pure plays at respective sectors is debatable.

No one has also said that Scientex will not do well due to “lack of focus”. But any shrewd entrepreneur, which I believe Scientex’s PJ Lim is one, will want to develop and retain the OPTION of spinning off a minority stake of a CONSOLIDATED packaging business.

When the timing is right, why not list a 25% of the consolidated, vertically integrated packaging business at a premium to raise cash for the property arm? In fact every management who is responsible to their shareholders should develop such strategic option, only to be called upon when time is right.

This is where I find the disconnect of certain views in the this forum. They downplay the prospect and value of Daibochi. They praise the brilliance of Scientex management. But they sidestep the inconvenient contradiction on why a brilliant Scientex management may want to acquire 100% of Daibochi which supposedly is worth a lot less. Why never give credit to Scientex management for their strategic move when the credit is due?

It’s funny that people who have purportedly accepted Scientex offer continue to show concern for the remaining minority shareholders, albeit from the sideline. When Apollo, Samarang and Public Mutual which collectively own more than 22% of Daibochi shares are not worried about the reduced free float, I as a small potato long term shareholder is definitely not worried.

Unless the reminder is targeted at those funds. In that case this forum is probably the wrong channel. Better talk to the fund managers directly.

The announcement says
~~
The proposed name, "Scientex Packaging (Ayer Keroh) Berhad" has been approved and reserved by the Companies Commission of Malaysia ("CCM") on 29 October 2021.
~~
https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3210807

Look at the date. The approval was received on 29 Oct, while Scientex offer is still outstanding.

The application could have been submitted, and definitely planned much earlier than 29 Oct. This was most likely coordinated between Daibochi board and Scientex. Daibochi board couldn’t possibly go it alone without the prompt and support of Scientex to use its name.

But both of them did not reveal the information in the offer document nor various other announcements during the offer period. As I guessed earlier, they have a grand plan. But they didn’t tell minority shareholders the full story.

The plan is probably best executed after Scientex has already privatized Daibochi. Unfortunately the privatization failed. Now Daibochi board has to seek shareholders’ vote on the name change. This time round the board better tell shareholders the complete story, and what is their game plan for the future!

Haha, Scientex Packaging. I didn’t expect Scientex to show its cards so soon.

Gone are the lame excuses for the privatization. Daibochi is indeed central to Scientex’s plan such that it will now bear its name. This is in line with my earlier suspicion that Scientex wants to consolidate Daibochi with its remaining packaging business first, and later spin off the entity through another IPO. Due to the failure of its privatization plan, Scientex has probably been forced to re-sequence the order of execution.

Now Daibochi will get Scientex’s name. But it will be odd if other Scientex's packaging businesses do not come under the aptly named Scientex Packaging. So what does it tell us? This is Scientex’s way of saying the remaining 28% shares in the hands of Daibochi minority shareholders are valuable to them!

Fear not about the change in dividend policy. It has been changed once in 2018. After Scientex acquired control, the previous dividend policy of distributing at least 60% of net profits was reduced to 30%. The next three years were followed by aggressive expansion, and jumps in earnings and revenues. MPP acquisition and RM100 million expansion were funded partly by internal cash conserved after cutting dividends.

The need to further revise the dividend policy shows that Daibochi management still sees continuous business opportunity and the case for rapid expansion. That should be slap in the face for TA which has previously assumed Daibochi’s growth rate will decline to 2% after 2026!

Daibochi has registered an impressive ROE of 19% in FY2020, and a still impressive 16% ROE in the pandemic year of FY2021.

Given shareholders’ cost of equity is only 9.13% according to TA, Daibochi has returned almost 10% above the hurdle rate. I’m OK to forego short term dividends if management can continue to compound the retained earning at a near 20% return per annum.

Just let Scientex and Diabochi management run the show. We minority just sit down to enjoy. We know Scientex has a 72% interest and will make sure the management works hard and don’t drop the ball.

In case they don’t act fair, we minority have the privilege vote against resolutions where Scientex is barred from participating.

"Material Litigation" as stated in today announcement to Bursa:

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3210840

"...the Board of Directors (“the Board”) of ICAP wishes to announce that on 18 October 2021, the High Court had dismissed the application for Judicial Review on the grounds that the Judicial Review was not a suitable mode to determine this dispute. The High Court did not make any determination on the issue of whether City of London Investment Management Limited (“CLIM”) is a shareholder of ICAP...."

Note the date. The High Court has already dismissed the application on 18 Oct. Why was the news not announced a month ago?

Why was it only announced after Minority Shareholder Watch Group wants to find out?

https://klse.i3investor.com/blogs/savemalaysia/2021-11-12-story-h1593809467-AGM_Watch_MSWG_wants_to_know_Icapital_Biz_s_judicial_review_status.jsp


The directors at iCap need to know they have a fiduciary duty to all shareholders. They should announce material information promptly, irrespective of whether it's positive or negative.

Haha, @Evelyn11 has removed her comments and gone. Yeah, please come up with a better excuse next time.

Haha, just because Top Glove had a reckless buy back strategy, share buyback is deemed bad. Tell that to the professional money managers investing in S&P500 companies!

Just because road accidents happen, you should just stay at home!

Haha. Earlier someone says investing in iCap is like investing in a piece of land. Be patient. Buy and hold it for long term. Shareholders will get richly rewarded.

Evelyn11 is more honest. She said "land investing" mentality is not enough. One must have the "right trading strategy". One must know how to sell high and buy low. Otherwise one can only blame on his own "poor investing skill".

Wow. iCap has become such a challenging investment!

Far more easier to buy a unit trust. It also makes me wonder, if one has such a good trading skills, why stay with iCap?

What a great defense for the iCap manager!

"it's all your faults. Don't blame me"

Finally the iCap manager is returning 20 sen to shareholders.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3210591

Is this a “GIFT” to loyal shareholders before the Nov 20 AGM?

This was only the second time dividend was paid since its listing. The last time when it paid a dividend was in 2013!

An investment fund does not need to pay dividend if the manager can invest the capital wisely. Unfortunately, iCap is not such a fund. The manager has been sitting a huge pile of cash for years waiting for a stock market crash. When the market finally crashed in 2020, the manager had been slow and only managed to put a small part of the idle cash to work. Therefore fund-holders continue to earn FD rate. In fact, worse than FD rate because they need to pay a combined management and advisory fee of 1.5% per year.

Returning 20 sen to shareholders is one step towards the right direction, but still not enough. Based on 1QFY2022 report, iCap short term deposit and bank balance is RM210.76 million, or RM1.51 per share. The 20 sen dividend is a far cry from the 151 sen it holds.

Latest NAV is RM3.76 per share. At today closing price of RM2.35, iCap holders suffer a discount of 1 – 2.35/3.76 = 37.5%!

It’s disingenuous of iCap manager to blame City of London for the discount. Anyone with basic stock market knowledge knows that if iCap manager were to return the entire RM1.51 cash per share to shareholders as special dividend, the discount will be immediately narrowed.

After returning the cash, the NAV will be reduced to about RM3.76 – RM1.51 = RM2.25, consisting almost entirely of shares. Even if stock market still applies a 37.5% discount, the remaining NAV will be valued at RM2.25 * 62.5% = RM1.41. But shareholders would have received a RM1.51 cash plus an ex-dividend share priced at RM1.41 = RM2.92, representing a 24% improvement from current RM2.36!

Instead of returning just 20 sen, why doesn’t the manager return all the cash to shareholders? The shareholders can then choose to keep the entire returned cash in their own FDs. Why should they pay an annual 1.5% fee for an FD investment that earns hardly more than 1.5%?!!!


If a shareholder likes the manager very much, he can use the special dividend to buy more iCap shares. Isn’t that good? Hard core iCap fans get to enjoy twice the action of iCap manager with the same amount of fund invested!

Of course, this suggestion will only work if iCap manager is willing to part control of the > RM200 million cash and the 1.5% annual fees that come with it.

If he is not willing to part control, may I put forward the second-best proposal?

Why don’t he just promise to rebate all the fees received from idle cash? In other words, just charge fund holders for money invested in stocks. Don’t charge fun holders for money invested in FDs! How about that?

While there is a one time reduction in STMB equity, I wonder what is the implication of ROE post IFRS 17.

Granted ROE may not be a useful indicator under IFRS4 since the definition of profit is misleading. But with a more realistic definition of profit under IRFS 17, can I say that after 2023, ROE becomes a true indicator on return on shareholders’ capital?

Given ROE = net profit/ equity, as long as STMB’s one-time equity reduction is larger than the fall in profit under IFRS17 (will profit fall much?), ROE will actually increase.

Currently STMB already has the highest ROE among insurers. What does it mean if it has an even higher ROE under IRFS17?

@wsb_investor, thanks for the explanation.

It’s quite technical, but let me try to rephrase to see if I get your points.

Under IFRS17, insurance liability = Contractual Service Margin (CSM) + Best Estimate Liability (BEL, which is equal to PV of cash flows)

Moving from IRFS4 to IIFRS17, BEL is (almost) unchanged for existing contracts. But CSM should have a positive value as it represents profits to be released in future years over the life of those contracts.

However, for single premium products sold before 2023, their profits have already recognized on Day 1. These profits have been booked under the retained earnings on the equity side.

To “restore” a positive value in CSM for products already sold before 2023, there should be a corresponding reduction in equity.

This is because in accounting, (a) equity + (b) insurance liabilities + (c) non-insurance related liabilities = (d) asset. Given that (c) and (d) are unchanged, the sum of (a) and (b) must be constant. When (b) is increased, (a) must be reduced accordingly.

Given STMB has higher single premium products, the effect will be larger.

But no such problems for ILPs where premiums are paid annually.

In fact you mentioned before, under today practice, costs are booked up front for ILPs. As a result, newly sold ILPs have the effect of causing losses rather than profits in the first year. Under IFRS17, will these costs be distributed over the contract lifetime too? If yes, would there be an opposite effect where cost before 2023 gets reversed under IFRS17?

Thanks for the input. Hong Leong has recently met with Syarikat Takaful management. This is their opinion today on MRFS17.

"Less concern with the adoption of MFRS17. We estimate the transition to MFRS17 accounting standard in 2023 would see earnings shrink by 11% (guidance: -15-20%) vs MFRS4 disclosure; that said, it will be applied retrospectively and the restatement of comparative financial information is required. Also, there will be a day 1 downward adjustment to retained profit for accounting modification on legacy single contribution certificates (book value is estimated to decrease by 20%). As such, MFRS17 ROE is anticipated to higher vs MFRS4 (+2ppt) but capital adequacy ratio (CAR) is poised to drop; however, the latter should stay above the 130% regulatory minimum and cash call risk is limited. In any case, the change in accounting standard does not alter the business nature and cash flow of single contribution products. Thus, we are now less concern with the adoption of MFRS17."

In other words, management guided that earning shrunk by 15% to 20% (HL expects 11%). The book value is estimated to decrease by 20% (versus Affin's estimate of 30%).

Although smaller figure but still sizeable. Not sure how much has been priced in by the market.

Wonder if Allianz would provide guidance too.

Look forward to your opinion. This is the first report I come across that quantifies the magnitude of impact.

@wsb_investor, i3 doesn't allow me to upload the link here. I've messaged you separately.

These analysts are just generalists covering financial sector. They are not actuarial people. I'm not sure whether they get their assumption from industry people or created out of thin air so that their revised TPs do not appear too far off from current market prices.

I hope to get some knowledgeable views to confirm whether this should be represented as a one time hit to profit comes Jan 2023; and are the order of magnitude of RM400m and RM600m hit to Syarikat Takaful and Allianz book value seem reasonable.

@Papayashot,

I recall the long discussion. There seem to be some forumers with good knowledge here. Hope they can share their view.

(4) and (6) are not contradictory. EV is the current way of valuing life insurers, though the disclosure is not required in Malaysia. According to Affin, in the future EV may be eliminated (but no final decision yet; still under debate).

So there are two sets of valuation method. Currently analysts use old valuation method. Maybank, Affin, Am and RHB all value Allianz Life by assigning EV to it. What Affin does is to assume the MFRS17 impact under the old valuation framework.

Affin Hwang has published a report on insurance sector on 8 Nov. Among others, it has touched on the transition from MFRS4 to MFRS17. The subject is very technical for me. But I summarize my key learnings for your comments.

(1) Life and Takaful players will be most affected. The upfront recognition of premiums received for longer duration contracts as income is no longer permitted under MFRS 17.

(2) Insurance liabilities will be measured at a ‘current fulfilment value’, (the current estimates of amounts the company expects to collect from insurance premiums and payout for claims, benefits and expenses, including an adjustment for the timing and risk of those amounts) along with the ‘contractual service margin’ (CSM) - that is, the expected profit for providing insurance coverage.

(3) The formats of income statement and balance sheet will change drastically.

(4) Embedded value (not required to be disclosed by Malaysia’s life insurers) may be eliminated under IFRS17.

(5) Affin has slashed its TP for Syarikat Takaful from RM5.60 to RM3.80. It expects “contractual service margin impact of 30% from 2023E retained earnings as the Day-1 impact of the MFRS 17 adoption.”.

Given Syarikat Takaful has ~RM1.2 billion retained earning as of 2020, does Affin expect a one time charge of ~RM400 million on 1 Jan 2023?
Given the annual PBT is only about RM400 million, does it mean an entire year of profit get wiped out?

(6) Affin also assumes a 20% reduction in the Allianz Malaysia's estimated EV of RM3 billion. TP is reduced from RM16.40 to RM14.00. Downgraded from Buy to Hold.

A RM600m Day 1 charge on Allianz?

Even though this is just reshuffling of accounting numbers, the magnitude is still mind boggling. Could it be that large for both firms? Do I miss out something?

Another steady quarter. The result is within expectation (though the share dividend and bonus issue are not). Although operating income and profit before tax are the lowest in the last five quarters, the management has explained the impact due to FMCO that started in 1 Jun. Asset quality remains solid.

Looking back at my own comments in Jun, I’ve underestimated how much further the valuation could go. While I thought the share price was no longer cheap then, it went up another 30% in the span of 5 months. @kywoo was right and I was wrong.

However, while I believe in the management; the company strength and asset quality; its steady increase in dividend payout; I’m still concerned that earning growth since 2QFY21 has not kept up with the remarkable share price growth. In fact the gross financing has reduced slightly to RM1,852 million. It remains to be seen whether the company could resume its growth in coming quarters.

As such I will not add, and in fact may contemplate taking some profit if the share dividend and bonus issue result in a euphoria.

I love to hear @kywoo's opinion.

The return of buy and hold investors

https://www.tradingview.com/chart/RXOKEilS/?symbol=MYX%3ADAIBOCI

Can shift the focus back to Daibochi business fundamentals. It’s in Scientex's interest that the company prospers. We just need to watch that it gets a fair deal from related party transactions.

Given its client portfolio and product innovation like sustainable packaging, the investment in organic & inorganic growths, the company intrinsic value can only grow over time. Any future interest from Scientex is nice to have. When it arises the company can be revalued based on the prevailing conditions. Most importantly a good company long term share price will be supported by its fundamentals.

@Zackmeiser, agree, but buy in stages. Recall the speculated kitchen sink that didn’t happen in last quarter. There is still a chance that management may impair Daibochi Myanmar. In last quarter report they said the “market uncertain and volatile”.

Page 98 of 2020 AR shows the book value is about RM25m, which is worth about 2 quarters of profits. But impairment is just an accounting treatment. It affects accounting profit but not real cash. Should they do impairment in future quarter it could present buying opportunity.

Anyway, if share price is low enough it could also lure long term investors who have earlier sold due to fear of delisting to buy back their shares. The announcement is just out. Scientex owns 71.789% as of last Friday.

@EVEBITDA, you’re too humble. This is just the opinion of a retail investor. It seems that you’re an industry veteran. It’s reassuring when you didn’t find flaw in the logic.

A minor point. Daibochi has a dividend policy “to distribute not less than 30% of the Group’s normalised reported annual net profit attributable to shareholders”.

Unaudited FY21 results show that EPS is 14.37 sen. Therefore the minimum dividend per share = 30% * 14.37 = 4.31sen.

So far it has only announced a 2 sen dividend in Q3. I believe it has not announced further dividend in order not to complicate the takeover exercise.

Assume the exercise is over by tomorrow, may remaining shareholders expect a minimum DPS of 4.31 – 2 = 2.31 sen?

There is no one size fit all investment given everyone has a different return expectation, risk appetite and investment horizon. But I share my personal experience and you decide whether it makes sense for you.

I've bought at price higher than current level, and also at the lows during MCOs. Litrak is just part of a diversified portfolio. I don't expect capital appreciation, but look for regular dividends. As mentioned earlier, I view it like holding a 10 year bond, meaning I plan to hold until concession ends. I expect over the next 10 years it could average at least 8% compound annual return, and hopefully even up to 10%.

It seems that EVEBITDA is a corporate finance expert. He has brought up a good point that through some financial engineering Litrak could be made to return even more, and faster too. But just be mindful that the upside, if realized, is unlikely to be higher than the original offer given by the PH government.

Buy and hold for long long term. Treat any capital appreciation as a bonus. Then one will not get disappointed if nothing happens.

Just my perspective.

Let's think aloud what a rational investor may do on Monday.

Scientex offer expires at 5pm Monday. So first step is to check for Bursa announcement before 9am and during the midday break. There is no need to react to any “surprises”, assuming there is any. Even if there is a revised offer, SC rules dictate a minimum 2 week extension of offer. This provide enough time to watch how fund managers respond before retail investors chart their next step.

On the other hand, say for whatever reason Scientex suddenly announces it has acquired over 90% shares from current 71.78%, it is almost certain to acquire the remaining shares. And SC rule dictates it has to be done on the same term, and can be compelled to do so if necessary. So again, no rush.

Now assume no “surprises” after Monday noon break. It means there is no more price revision. Shareholders and warrant holders who have accepted Scientex offer will get their RM2.70 and RM0.32 respectively in due source, no less, no more. Whatever future development will have nothing to do with them. As discussed earlier, these offerees will not be compensated on differences should Scientex acquires at higher price say 6 months later.

If there is no offer revision, the risk-reward will be tilted against remaining warrant holders. A rational warrant holder may choose to accept Scientex’s offer. They may do so online at https://tiih.online/ in the afternoon but before 5pm closing. Make sure they have registered an account with Tricor.

Anyone who wants to speculate that Daibochi warrant price can go higher before expiry in Jun 2022, on the premise of a higher price in mother share during the next 8 months, may be better off getting RM0.32 from Scientex first, and only later buy whatever warrants still available after Monday. Given Scientex offer for warrant is more favorable than mother share, the warrant price is unlikely to hold after the offer expiry. I feel that speculators may get it cheaper in the future.

In fact I would not be surprised if Samarang, and even Apollo which has acquired warrants possibly for defensive reason, may choose to dump their warrants to Scientex just before closing. After all the purpose is already served. Defense is no longer necessary given Scientex is far away from getting to the 90% mark. It may be better to exchange for some capital from Scientex to either lower their Daibochi’s holding cost, or buy more Daibochi shares later.

As for short term shareholders with a horizon less than a year, they may either hold on for price appreciation hoping that the next 4 quarter results improve along with economy recovery, or to sell to buyers at above RM2.70 assume the buying interest is still there, just like last Friday.

But for long term shareholder like me, I have never intended to sell at RM2.70 level in the first place. The move by Scientex has only reinforced my conviction on Daibochi’s prospect. More importantly, Scientex’s move suggests that it may have a strategic plan to consolidate Daibochi first and later list its entire plastic division at a higher valuation. This will offer strategic flexibility and get rid of any potential conglomerate discount. So I expect Scientex to return when time is ripe.

With such knowledge I'm prepared to top up the shares should it drop back to pre-offer level. I trust Scientex’s insight! Rather than taking the opposite side on a trade by selling to Scientex, it's better to invest alongside with it, together with other long term funds.

@EVEBITDA, you’re familiar with the rules! Haha, you've even provided the email to aggrieved FGV shareholders to complain if they believe they have a case. But I've never owned FGV as I'm not a fan. I only look at FGV now to learn some useful lessons.

If you check all the Felda’s shareholding changes in the 6 months after its offer expiry, i.e. Mar-16 to Sep-15, they made multiple acquisitions. Most transactions made in Jun to Aug period could be done at RM1.30, as the chart clearly showed a price floor at RM1.30 then before share price shooting up by end Aug.

But Aug 30 acquisition seems to be above offer price again. Cannot rule out multiple admin mistakes, but there could also be legitimate reasons (or loopholes depending on POV), like the “on-market transaction which is not pre-arranged”. Not sure what it means.

BTW it’s funny to note that FGV shareholders who didn’t sell during the offer period seem to enjoy the RM1.30 “Felda’s put” thereafter, while pocketing the previously mentioned 3 sen dividend.

Not sure what is Scientex’s intention. Of course there could be surprises. But there could also be a more mundane possibility.

As of Nov 3 it has only acquired 71.78% of outstanding shares. Even if it acquires and converts 100% of outstanding warrants (ignoring the fact that Apollo and Samarang have acquired a sizeable quantity), its maximum ownership is only 73.95% of the enlarged share base. It could try forcing the public spread to go below 25% but that could not force a delisting. For example Felda and its PACs have controlled 80+% shares but FGV shares continue to be traded actively. It only adds administrative work for Daibochi management, which indirectly hurt shareholders’ interest including the largest one.

Given the dwindling volume of shares Scientex could possibly acquire as time goes on, it is unlikely to get enough to make a difference in the next 14 + 11 = 25 days. May as well just give up and wrap up the exercise now. If it wishes it could step back to the market to buy at RM2.70 later; and negotiate with those funds in the future given it will need to fork out less money in the next round after pocketing 10% shares at mere RM2.70 earlier.

The arrangement will also serve long term minority shareholders’ interest as they don’t want to sell out at current price, and instead choose to stay on with Daibochi’s growth and let its future business fundamentals to determine the return. After all, Daibochi is a multi-ten bagger stock since its listing. Would be a shame if it stops performing after Scientex came in (so far no such sign).

Of course the above is just one scenario based on deduction. I also have my popcorn ready for any surprise on Monday.

Maybank has adjusted the value of SPRINT downward. As per Aug 2021 report, it values the company at

= 100% of LDP + 50% of SPRINT
= 100% * RM2,259m + 50% * RM674m
= RM2,259m + RM337m
= RM2,596m

https://www.bursamarketplace.com/mkt/tools/research/ch=research&pg...

Back of the envelope calculation for Sprint - after 2022 toll hike, assume average toll increase = (RM1 + RM0.50 + 0) / 3 = RM0.50, at 200k daily traffic, extra annual revenue is about 365 * RM0.10m = RM36.5m.

The extra RM36.5m revenue goes straight to bottom-line as cost remains the same. A 50% interest in Sprint implies ~RM18m profit shared.

So shared profit could indeed double from current level at ~RM20m a year. Maybank's estimate of Sprint's value seems more reasonable. But that assumes traffic will stop falling in future years.

Same assumption should apply to LDP such that its traffic should not continue to drop in coming years (due to other alternatives)

The proposed offer in 2019 can be found here:

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=2964344

LITRAK Holdings value
= 100% of LITRAK (i.e. LDP) + 50% of SPRINT
= 100% * RM2.3b + 50% * RM0.9b
= RM2.75b

Correction: In the best year, shared profit from Sprint was RM22.6m.

For completeness, the shared results from Sprint year by year:

FY2014 RM8m loss
FY2015 RM1m profit
FY2016 RM12m profit
FY2017 RM5m loss
FY2018 RM4m loss
FY2019 RM1m profit
FY2020 RM18m profit
FY2021 RM23m profit

The daily tollable traffic at Sprint is on a downtrend, at -4.3% CAGR from FY15 to FY20 (compare with LDP at -2.3% CAGR over the same period)

FY2014 238,500
FY2015 249,100
FY2016 247,000
FY2017 226,000
FY2018 221,000
FY2019 210,000
FY2020 199,500
FY2021 126,000

Good point on Kesas and SMART

Sometimes I'm mystified by the way bankers performed their valuation.

Refer to the proposal document on 2019 to takeover the 4 highways, LDP was valued at (PV) RM2.3 billion, and Sprint at RM0.9 billion (or RM0.45b for Litrak's 50% interest).

However based on past reports, Sprint was never a much profitable venture. Litrak reported its earning under "share of results of an associate". They were losses in certain years. The best result ever was RM22.6 in shared profit. No dividend had been paid. While there is a last toll hike where (class 1) fare is increased from RM2.00 to RM2.50 at Damansara's Link, and RM3.50 to RM4.50 at Kerinchi Link, Sprint daily tollable traffic from 249k in FY2015 to only 200k in FY2020.

I find it difficult to understand how could Sprint be remotely worth RM0.9billion. Do I miss out something?

“yes they can buy below or at offer price.. not above. its a SC rule not to buy above the GO price”

I understand your point. But as you may check the FGV price chart below, since the RM1.30 offer ended on 15-Mar, FGV share has been traded above RM1.30 for considerable time.

https://klse.i3investor.com/servlets/stk/chart/5222.jsp

Below is the first out of the many filings on Felda shareholding changes since offer closed on Mar 15.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3164903

As disclosed, on 19-May Felda acquired 4,107,200 shares in the open market. On that day FGV share was traded between RM1.36 and RM1.39, which was clearly above RM1.30 offer price (In fact should the 3 sen dividend which went ex on 17-Mar be considered, Felda should have been prohibited to buy at above RM1.30 – 3 sen = RM1.27)

Felda clearly paid above offer price in just a little over 2 months after its offer expired!

I know the rules dictate that offer price cannot be lower than past purchase price by itself or its PACs in the last 3 (or 6?) months before the offer. However is there a similar rule that prohibit purchases at higher price in the subsequent 6 months?

If so it would be quite foolish of Felda to commit such an offence. This is a large GLC with access to good advisers. Besides shareholders who had accepted its offer at RM1.30 just 2 months ago could be crossed and complain to SC!

“once offer is closed the offeror cant buy above the offer price dor 6 month”

But this wasn't the case in Felda's offer for FGV. In this case the offer posting date was 12-Jan 2021. The offer at RM1.30 was extended three times up to 15-Mar.

Source:
https://www.bursamalaysia.com/market_information/announcements/company_announcement?keyword=EXTENSION+OF+CLOSING+DATE&cat=&sub_type=&company=5222&mkt=&alph=&sec=&subsec=&dt_ht=&dt_lt=

FGV together with its PACs only managed to acquire about 80% shares. FGV returned to buy in the open market as early as 19-May. Share price chart shows FGV was paying at higher prices than its original offer of RM1.30. The gap between offer end date and open market purchase was only about 2 months.

Source:
https://www.bursamalaysia.com/market_information/announcements/company_announcement?keyword=FEDERAL+LAND+DEVELOPMENT+AUTHORITY&cat=SH%2CCHSH&sub_type=&company=5222&mkt=&alph=&sec=&subsec=&dt_ht=08%2F06%2F2021&dt_lt=

I haven’t read about FGV having to pay the differences to offerees who had accepted its offer at RM1.30 earlier. Perhaps there is no such restriction and obligation in the first place?

@EVEBITDA,

That is a good point.

Based on my own simulation, borrowing on the parameters you’ve provided (~2.5b fresh borrowing @ 5%), Litrak can probably distribute 3.50 to 4.00 up front, and continues with 20 sen annual distribution for another decade. Apply a COE of 8% this exercise can probably add extra 50 sen to the company's intrinsic value.

Without the new debt issuance, investor can expect 60-70 sen annual dividend after current debt is paid down, but the present value of the cash flow is much smaller, may be about RM4.3? That assumes a 8% COE. If COE is set to 10% say due to extra risks like uncertainty in government payment, then it's worth not much more than current price.

Nonetheless that's probably a bear case scenario. Overall it feels like a good investment despite limited upside as discussed earlier.

Yeah, it's enough incentive for Gamuda to do something, especially if it needs the cash to fund other projects. However given Gamuda also owns Kesas and SMART, does it make sense to monetize all four highways in a single exercise? Given that will involve other stakeholders and more complicated, will it take extra long to complete, especially should some parties want to get clarity on Highway Trust first?

@EVEBITDA,
Thanks for the correction. I must have missed out the clause. This is what written on Code on Take-overs and Mergers, Rule 12.03 (3), “An offeror shall not revise a take-over offer or cause a take-over offer to be revised after the 46th day”

Adding to what you’ve explained that the offer must be kept open on the 46th day before it can be revised, doesn't it mean an offer can and only can be revised on the 46th day, and not on any other days? It seems very restrictive.

BTW I have another question. Assume the current offer expires by Nov 8 as scheduled, will the Offeror be obliged to pay the difference to original offerees who have already accepted, should the Offeror later acquire from open market or through another GO at an even higher price than RM2.70? What are the conditions involved?

Thank you for another very well written piece with detailed analysis and a lot of useful information.

Comparing Public Packaging against its peer Master Pack, and Muda Holding (which also has paper mill operation), PPHB appear to to have lower valuation at ~5X historical PE versus ~7X for the other two. This is despite past 10 year record showing Public Packaging managed to achieve better ROE and net margin.

I wonder whether it has to do with Public Packaging poor dividend records. Unlike its peers it has not paid dividends for almost 10 years before some token of appreciation recently. My view is given its ROE is just about matching cost of equity, a good manager would have returned a higher percentage of earning to shareholders.

Any thought on the comparison across there few corrugated packaging companies, and also comparison across flexible plastic packaging companies (besides the sustainability issue)?

@rohank71, your past comments show you’ve participated in a few recent takeover stocks. You must be quite used to the procedures.

I agree it looks like the offer is not extended as there is no announcement which is required 2 days before the offer expiry. However, based on Malaysian Code on Take-Overs and Mergers 2016, a price revision is still possible, in theory at least. According to Rule 12.03, the offeror can announce a revised offer no later than 46th day from the date of offer document. After that the offer needs to be kept open for at least another 14 days.

https://www.sc.com.my/api/documentms/download.ashx?id=72152df0-c094-4ff2-8e5c-989bcd667be5

I shall assume this will not happen, and plan for the various post-offer scenarios accordingly. Will return to this point at another time.

Meanwhile I observed an interesting trade pattern before the market close today. Looking back at today transaction records, Daibochi shares were bought from sellers continuously at above RM2.70 for almost the whole day.

These were the last four transactions of the day.
16:40:19 PM 50,000 shares bought at RM2.71 to RM2.73
16:42:55 PM 3,000 shares sold to buyers at RM2.70
16:43:41 PM 2,000 shares bought at RM2.72
16:50:00 PM 3,000 shares sold to buyers at RM2.70

At 16:40:19 PM, the buyer snapped up 50k shares queued at RM2.71 and RM2.72, and reached RM2.73.

But 2 minutes before pre-closing, a seller sold just 3k shares at RM2.70. This was followed by buyer snapping up the 2k shares queued at RM2.72. But at 16:50pm closing, seller sold another 3k shares at RM2.70.

I was perplexed by the trade pattern. If I were the seller, my objective would be to maximize gain by selling at a higher price if possible. I would queue at RM2.72 or even RM2.71 given there were continuous buying interest throughout the day. Why the small quantity sales at RM2.70 which only happened just before market close? Not once, but twice! It had the effect of setting the market closing price at RM2.70 instead of RM2.72.

This might be a minor point. I'm just curious about the psychology behind.

Shareholders who consider selling or accepting offer take note . The already extended once offer is scheduled to expire by 5pm 8 Nov (next Mon).

UOB will announce further extension, if any, by “at least 2 days before the Extended Closing Date”, i.e. 2 days before 8Nov. Not sure in calendar day or trading day.

So far there is no announcement yet. Keep an eye by end of today.

@Ttw570501, you truly have my respects! Few investors, even those who claim to be long term like me, could have your patience! Your holding period has not only exceeded me, but also all those funds not to mention Scientex.

Do you track the total return? I suppose it’s easily a few thousand percents.

Your holding cost is virtually nil now. Whether at current 2.7, or if it drops back to 2.4, or up to 3+ doesn’t really make much of a difference to you in percentage return.

May I know the reasons that you still consider cashing out? It’s not that Daibochi has entered a declining phase considering its 125m acquisition of MPP is paying off and another 100m investment in capacity expansion?

You didn't sell a single share during the slow period a couple of years ago. Why now?

@Ttw570501, why after Nov 8? For all we know Scientex may have given up and not extending beyond? :)

Actually by looking at the declining trading and acceptance volume, most investors have already made up their mind. They have either sold or decided to stay. Few remain undecided at this stage.

@ITCHYLEG,

My take on the stamp duty. Agree it has dented market sentiment. But short term only as the market is forward looking. In fact much of the market impact has already been priced in after Monday trading.

Just look at Bursa Malaysia, arguably one of the most affected counter. Not only that it's subject to 33% prosperity tax (its pre-tax profit in FY2020 was half a billion), but the expected trading volume deduction directly hits its revenue and hence bottomline. But take a look at its share price. It closed at 7.51 on last Fri, just before budget announcement. The last 3 days of tradings show its share price has already settled at around 7, or about 7% lower. This is the market verdict on the double whammy impact (prosperity tax + stamp duty) on one of the most affected companies.

Back to Daibochi. First the budget is quite irrelevant to its business, which is what long term investors should care about. For short term speculative interest (if still any left) Daibochi trading volume is very low to start. Don't see the effect of the RM200 cap removal. The primary concerns for warrant holders should be, before time runs out by next Jun, will Scientex revise its offer, or will Daibochi delivers good results in the next 3 quarters to boost its share price higher such that it's comfortably above RM2.8 - 2.9 range. The trading volume in warrants should be a secondary concern.

However the difference lies in you said you owned 2 million warrants. There are only about 27 million outstanding warrants. In an early announcement, Scientex declared as of 21-Oct it received 7 million confirmed acceptance plus about 4 to 5 million unconfirmed acceptance. Including earlier position at 3 million, Scientex should have about 14 to 15 million warrants as of 21-Oct. Assuming Appolo and Samarang continue to hold on to their combined holding at ~6.5 million, it means as of 21-Oct the number of warrants not controlled by these three parties are 29m - 14.5m - 6.5m = 8 million.

Given you owned 2 million of them, you effectively cornered about 25% of the remaining market!

This is indeed a risk. But the risk seems to be rather unique to you.

@Ttw570501, I notice you've just joined i3 today. Are you a current Daibochi retail shareholder? The info is actually contained in the physical document sent to you.

The question is can Scientex get 90%?

Daibochi's second largest shareholder Apollo has topped up its shares to 9.54%. It also holds > 3 million warrants to be converted to more shares if necessary.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3193300

The other major shareholder Samarang has topped up its position to 5.26%. Their actions tell the market how do they think of the RM2.70 offer.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3197921

The budget may have dampened any speculative interest in WB. However I don’t see any effect on the mother share which is now held by long term investors. Business wise Daibochi pre-tax profit is sub 100m so it doesn’t attract the 33% prosperity tax. Besides the F&B market it serves is a stable growing market which is not dependent on any stimulus measure. The boring nature of the business is where the attraction lies.

1.5 million warrants is a big sum for a typical retail investor (assuming you’re one). If it is a substantial part of the portfolio, I will do the same too. Or at least I will switch some warrants to mother shares.

As mentioned before I’m risk adverse. While there could be upsides between now and the warrant expiry in Jun 2022, there is always an element of gamble. Warrant holders are at the mercy of macroeconomic situation (though not necessarily the budget, where the effects will be short term as market prices in the impacts including the 2022 prosperity tax for large companies).

Unlike warrant holders, long term shareholders have time on their side if their companies are sound and growing, which I believe Daibochi is. Whether there is an improved offer from Scientex or not, and whether the offer is in 2021 or beyond, to me they are just the icing on top of the long-term growth in company value. I won’ sell unless the price is right, and in fact will top up if opportunities arise.

Hong Kong regulators have tightened regulations on investment-linked insurance policies. Insurance companies are told to stop charging consumers excessively high fees and surrender charges.

https://www.scmp.com/business/banking-finance/article/3154479/sfc-tightens-regulation-investment-linked-insurance

Is the situation similar in Malaysia, and therefore one day our local regulator may take action too?

Personally I have an investment linked policy bought many years ago at a time I had little investment knowledge. Looking back I feel it was a poor decision.

Felda's failed privatization of FGV in early this year may offer us some lessons.

Originally Felda owned 21.24% of FGV. Together with its PACs they owned 36.61%. In Dec 2020 their stakes increased to 50.49% after acquiring 13.88% shares from KWAP and Urusharta Jamaah. The acquisition triggered a Mandatory Offer. Like Scientex, Felda did not intend to maintain the listing status of FGV.

Source:
https://www.theedgemarkets.com/article/felda-ups-stake-fgv-3512-proposes-take-fgv-private-rm130-share

Note that Felda’s RM1.30 offer were also deemed fair by analysts at that time.

Source:
https://www.theedgemarkets.com/article/feldas-rm130-offer-fgv-shares-deemed-fair-analysts

Felda extended its offer period up to three times, for a maximum allowable offer period of 60days.

Source:
https://www.bursamalaysia.com/market_information/announcements/company_announcement?keyword=EXTENSION+OF+CLOSING+DATE&cat=&sub_type=&company=5222&mkt=&alph=&sec=&subsec=&dt_ht=&dt_lt=

By the end of the offer period in mid Mar 2021, together with its PACs, Felda managed to up their shareholding by ~30% to 80.99%. But they failed to reach the 90% threshold.

Source:
https://www.theedgemarkets.com/article/felda-fails-garner-enough-acceptance-take-fgv-private

Interestingly towards the end of offer period in late Feb, FGV share started trading above the offer price of RM1.30. Price shot up right after the offer period ended. It went to as high as RM1.67 and only briefly traded below RM1.30 for the last 7.5 months. It closed at RM1.49 today.

The price chart is here:
https://www.bursamarketplace.com/mkt/themarket/stock/FGVH/charts

This was probably helped by high CPO price. It’s also interesting to note that initially Felda stood at the sideline. But it started buying in the open market from Jun onwards at prices much higher than the original offer of RM1.30.

The last transaction was recorded on Oct-28. As of now Felda has acquired 67.15%. Together with its PACs their holdings are at 82.52%.

Source:
https://www.bursamalaysia.com/market_information/announcements/company_announcement?keyword=FEDERAL+LAND+DEVELOPMENT+AUTHORITY&cat=SH%2CCHSH&sub_type=&company=5222&mkt=&alph=&sec=&subsec=&dt_ht=08%2F06%2F2021&dt_lt=

I’m not sure who are holding the other 17.5% of shares. If Felda were to launch another offer in the near term, it will have to at least match the highest price it paid in the open market recently.

While Scientex/ Daibochi scenario is not exactly the same as Felda/ FGV, I believe there are parallels that can help us to foresee future developments.

Seven weeks have passed since Scientex announced its plan to take Daibochi private. Below is a summary of Scientex’s shareholding over the past 7 weeks.

Week --> Percentage
Pre-announcement --> 61.88%
End of week 17-Sep --> 65.32%
End of week 24-Sep --> 66.12%
End of week 1-Oct --> 66.45%
End of week 8-Oct --> 66.86%
End of week 15-Oct --> 67.50%
End of week 22-Oct --> 71.17% (note: before the end of original offer period)
End of week 29-Oct --> 71.35%

Scientex has extended its offer period once in a press notice on 21-Oct. Barring unforeseen circumstances, Scientex is likely to announce the second extension by this Thu (4-Nov). This may be followed by the final announcement on third extension by 18-Nov.

Before Scientex can reach an agreement with the fund managers who are holding out, it is only logical for Scientex to collect as much shares as possible in the maximum allowable 60 day offer period.

@EVEBITDA,

Revisiting your earlier comments. Earlier you mentioned if they issue new bond they may increase reserve by revaluing the concession to fair value. What is the purpose of revaluation? Is it a necessary accounting treatment such that the equity becomes higher and the resulting debt to equity ratio lower?

The next question is will such revaluation be considered as a gain, and more importantly a taxable gain? If yes, if performed next year will the entire gain fall under 2022 where the 33% prosperity tax (cukai makmur) apply?