rMoi, instead of your non-stop 'very fishy' comment, why don't you approach SC for your second wave?

angiess, no, given Puncak's cash to total asset fall below 70% in Q4 report, despite the 67 L3 investment taken out, it won't be classified as PN 16 company. The only way is for an external forensic auditing of the firm can find out the core reason of the losses. It's surprising Puncak has been able to keep incurring impairment without any party taking action against it...

To all concerned minority shareholders of Puncak Niaga:

You can reach Mr. Shashi using below contact, make your concern and worry heard!

Investor Affairs & Complaints Department
Securities Commission Malaysia
No 3 Persiaran Bukit Kiara
Bukit Kiara
50490 Kuala Lumpur
Tel: 603 6204 8999
Fax: 603 6204 8991

E-mail: aduan@seccom.com.my

Most of the losses are impairment and from discontinued operation, most likely the China operation.

Steveooikp, from bursa website

I believe, the only way now is through SC. pretty close to my guess, the 67 million L3 investment is gone is the fourth quarter report. Big joke, acting like we minority shareholders are used disposal diapers

another record loss, have to respect the BOD... 93.7 million losses, of which 69 millions is impairment while 14.5 million from discontinued operation... If we minority shareholders don't bind together seeking SC intervention and an external auditing of the firm, we would be the free piggy banks to majority shareholders then

ks55, I am not denying the power of majority shareholder, but in Puncak case, it's currently in cash position and minority shareholders still have a chance to fight through SC. Hopefully, MSWG can assist.

cheoky, thanks for the encouragement.

To all shareholders, if you are willing to contribute in this effort, please call and write to SC as soon as you can. Would appreciate if you can leave a message here once you have done that. It will encourage others to follow suit. Meanwhile, once MSWG has confirmed the date and time of the forum, it would be great if you show up to offer MSWG support for further action.

Thanks

From what I learnt from SC, the plantation deal is still pending completion. I suppose if we minority shareholders push hard enough, the plantation deal can be stopped until an alternative for minority shareholders is offered. My guess, if more of us write and call SC, we could possibly make an impact. I can't guarantee it, but there's no harm trying if you also felt mistreated.

1. In Puncak Niaga’s second quarter report, the balance sheet is shown to have

Other investments 63,713
Cash & bank balances 280,358
Short-term investments 906,065
Total assets: 1,754,250

The 63.713 million investment is a L3 financial asset purchased during the second quarter that classified it as long-term asset. Had this L3 financial asset considered liquid, the cash & equivalent of Puncak Niaga would have crossed 70% threshold and be classified as PN 16 company ((63,713+280,358+906,065)/1754250)=71.26%. The issue is, what’s this other investments of 63.713 million so crucial to Puncak’s business development? Without doubt, if the significance of this investment can’t be explained, its nothing but an attempt to hide asset to avoid PN 16 classification.

Thus, we urge SC to investigate into this matter and classify Puncak as a PN 16 company regardless how Q3 and future financial reports are presented.

2. Misinformed Expensive Plantation Deal

Seller: Shin Yang Holding Sdn. Bhd. (shareholders include Tan Sri Datuk Ling Chiong Ho)
Acquisition price: RM 446,505,690.45 (Puncak Niaga’s stake of 60% is RM 267,903,414)
Date of announcement: Oct 17, 2016
Palm Oil price during the month: Should be about RM 2,600
Land (location): Murum District and Silat District, Sarawak (Lot 13-15, 18, 20-23, Murum District, Lot 1, Silat District).
Land (size): 43,139.5 hectares (planted: 9,766.9 hectares, unplanted: 33,372.6 hectares)
Palm age: Less than 18 months 7,258.10 hectares
More than 18 months 2,508.80 hectares

A recent transaction deal announced on Bursa: Sarawak Oil Palm Berhad

Seller: Shin Yang Oil Palm (Sarawak) Sdn. Bhd. (Shareholders include Tan Sri Datuk Ling Chiong Ho)
Acquisition price: RM 873,005,875.00
Date of announcement: July 04, 2016
Palm Oil price during the month: Should be about RM 2,300
Land (location): Between Batang Belaga and Sungai Murum, Belaga District, Kapit Division, Sarawak. (Lot 30-42 Murum Land District, Lot 40-64 Punan Land District)
Land (size): 47,000 hectares (planted: 23,798 hectares, unplanted: 6,772 hectares)
Palm age: Less than 4 years: 6,716 hectares
4 years – 10 years: 12, 388 hectares
11 – 16 years: 4,694 hectares

Puncak Niaga’s purchase is extremely expensive compared to what’s presented by Sarawak Oil Palm. Sarawak Oil Palm purchase prices its planted acreage at RM 34,224 per hectare while Puncak Niaga is paying RM 45,714 per hectare, a premium of 33.57%!

In addition, 52% of Sarawak Oil Palm purchase has trees between 4 – 10 years old while 74% of Puncak purchase has trees less than 18 months that the Board of Puncak considered as ‘matured’ trees that has clearly misled minority shareholders!

Finally, given trees planted are mostly less than 18 months, it is possible that the deal has been leaked to seller that has incentivized the seller to plant at a speed of at least 400 hectares per month (the planting speed of Sarawak Oil palm’s is 140 hectares per month for trees less than 4 years)!

3. Puncak Niaga is offering to purchase TRIPLC at RM 210 million while at the announcement date on Dec 16, 2016, TRIPLC has a market capitalization of RM 139 million at RM 2.03 per share. That’s a premium of 51%. What’s more, when the Head of Agreement was announced on April 18, 2016, TRIPLC was ONLY trading and closed at RM 1.41 per share with a market capitalization of RM 96,549,869. That’s a premium of 117% .

Since the conclusion of the Selangor water asset disposal and distribution of special dividend of RM 1.00 per share, the share price of Puncak Niaga has dropped to new low. As of Feb 24, Puncak Niaga’s closing price is 0.985 with a market capitalization of RM 442 million, less than 40% of its cash in hand. The phenomenon is not temporary, in fact, it’s on a declining trend from RM 1.70 per share right after the special dividend is distributed. We are urging SC to intervene to defend minority shareholders by requiring Puncak Niaga to offer minority shareholders an exit option at a minimum price of 2.68 per share (the cash position of Puncak Niaga at the 2016 Q3 financial report (63.713 million other investment, 913.735 million short term investments, and 229.990 million cash and bank balances divided by shares outstanding of 449,283,784) on the following grounds:

1. Dubious purchase of level 3 financial asset to avoid PN 16 classification.
2. Expensive plantation and TRIPLC deals that clearly disregard minority shareholders interest (a clear case of Puncak Niaga suffering from principal agent problem.)
3. Given recent cases of majority shareholders offering a heavy discount to net asset citing unfavorable market condition, it is better to let minority shareholders an option to leave when the cash is in the company and the asset easier to evaluate. Please do not let us suffer financial losses after being humiliated by independent adviser trying to educate us the terminology ‘reasonable’ but ‘unfair’ or ‘unreasonable’ but ‘fair.’

Dear all Puncak Niaga concern shareholders,

The discussion with SC went smoothly. The director, Mr. Kamarul (or is it Mr. Kamarudin?) and Mr. Shashi met with us. Together with the rest, we have presented our concern to SC. Besides a promise to investigate, Mr. Kamarul has asked concerned shareholders to both call and email SC believing that numbers count. So, please call and email SC (Mr. Shashi at 03-6204 8999) and let them know your name and shareholding in Puncak Niaga.

In addition, upon the suggestion of one member, I have approached MSWG in the evening and met with Mr. Wong Kin Wing, Mr. Quah Ban Aik and Mr. Norhisam Side. You can reach them through 03-20709090. At the end of the meeting, Mr. Wong has suggested letting him and his team 1-2 weeks time to evaluate what I have presented. Upon completing the evaluation, he will, through MSWG email list, send out invitation for a forum to all Puncak shareholders interested to participate. He would then advise us on their view and suggestion on the next step.

Anyhow, I will attach my letter to SC. If, after reading, you agree with what I have written, you are welcome to use all or part of my write-up. BUT, please, do you own fact-checking. I do not want to be accused of misleading any of you.

Thanks you.

Jay, not getting your 'oppressive on others'?!? I am merely asking the BOD to offer those disagreeing to TRIPLC or plantation deal an exit at cash per share of at least 2.50. If Rozali as majority shareholder and Chairman of Puncak also not finding the deals to be good, he also can choose to go. Those agreeing with the deals can then stay to absorb TRIPLC and plantation deal plus other free assets for free. Of course, if too many decide NO to the deals and choose to go, those staying will of course not able to buy TRIPLC or plantation accordingly, but they will be awarded 2.50 per share plus other assets for FREE.

Also, don't worry. From my understanding, there are at least 2 shareholders not opposing with TRIPLC or plantation deals, not complaining and can be extremely happy with the deals. They are Rozali and LTH who together control more than 50%, so ample cash to acquire TRIPLC and the plantation. If Rozali is not agreeing, the deals could not have been presented. If LTH is not agreeing, when I invited them to meet SC, they would have joined.

I have together with 3 others shareholders met with SC in the morning for approximately an hour. A discussion was made after meeting with SC (another hour or so?). After the discussion, I have also proceeded to contact with MSWG and met up with MSWG at 4:30 pm for approximately 1 1/2 hour.

Real apology, been really exhausted from the meetings. I will post the details of the meetings tomorrow.

Jay, I'm not against any Puncak board's deal IF there's a capital repayment option of at least 2.50 for minority shareholders opting to sell their shares. I can't really comment on TRIPLC because I'm not particularly keen with its businesses, no matter how profitable it's. Similarly, I am placing out the comment only because I am trapped in Puncak thanks in part to CIMB's rosy valuation without warning the characters of Rozali and only signaling concern over 'future' after share price plummeted (jokingly, after I emailed my concern to CIMB, they cease coverage on Puncak, as if to 毁尸灭迹.) Given Puncak and TRIPLC are sharing the same controlling shareholder, there's no telling Rozali won't do the same to TRIPLC. Looking at TRIPLC share price now, there's a potential, and that's why I am suggesting TRIPLC shareholders to voice out a cash for share option, whether the deal will go through or not.

Jay, Puncak has net asset of 3.41, cash of 2.50, trading around 1.00. TRIPLC will be receiving 3.10 per share if the deal gets through. How would you know if TRIPLC, with common shareholders of Puncak, won't be getting the same fate? I am pointing it out because I got trap in Puncak and hope others investing in TRIPLC is aware of the situation and won't fall into the possibility of ending up with the same trap.

soon9913, thanks for pointing out.

Err... bjcorp selling bjland after buying from VT? This is crazy

Err... I am merely making suggestion based on what I am facing in Puncak, a company holding over 1 billion cash traded less than 500 million with TRIPLC and Puncak seem to share similar major shareholder

Yes, think Kyoto Four Season profit should reflect in coming quarter report... hope VT no cooking this result

No, if I were not wrong, Ritz Carlton is under build then sell approach

If I were TRIPLC shareholder, whether the deal will go through or not, I will ask for a cash for share option instead of share for share option.

I have visited Menara Bangkok Bank yesterday, it seems that Ritz-Carlton Residences is still under renovation. My guess, coming quarter report won't be showing the earning from this building.

rMoi, will let you and the rest know about the meeting once the meeting is over

The number of participants heading to meet SC has reached 5. I won't be taking in any more interested shareholder seeking participation as the limit set by SC is 5.

Currently, there are two who have emailed me their intent to meet SC together. Please let me know by the latest this evening if you are keen to join and do include your free schedule next week. I am hoping to call up SC tomorrow morning to schedule the meeting if possible. If there are more than 5, we will discuss further details later. Again, thanks.

rMoi, ask you to join, you said we go first wave, now you said go see together? If you are truly interested, please email me when you will be free next week. Thanks

angiess, valour, please email me the days and times you will be free to meet SC next week at kahhoeng@yahoo.com. Please allow as many days for selection cause I will need to give 3 days for SC selection. Thanks.

do you guys want to accept a deal, say 0.50 per share special dividend deal, that after deal completed, share price dropped to less than 0.50 to reflect the cash spent to 'lure' shareholders approval?

May I suggest we work harder to make sure a capital repayment option of 2.50 per share to make sure we can exit at cash level to avoid a future 'special' offer to privatize at 1.00 less special dividend citing not 'favor' by market and considered 'fair but unreasonable' or 'reasonable but unfair' by some independent investment bank adviser?

angiess, cheoky, would you please email me at kahhoeng@yahoo.com the days (within next week, preferably more than 4 days, since we need to give them 3 days to choose) and time that you will be free? Thanks. Guess just the 3 of us keen to pay SC a visit now. Wonder who are those calling to SC saying wanting to meet?!?

rMoi, even can't find 5 people for your so-called wave 1, and you think there could be a wave 2?

Tomchan, thanks. If possible, please let those whom you have contacts and also Puncak's minoority shareholders to call SC to seek at least 2.50 capital repayment for our shares.

angiess, is it OK if I try to schedule between Wed and Fri in the morning next week?

I have created an email account for this purpose. Please email me at kahhoeng@yahoo.com to let me know if you are keen to attend the meeting with SC and let me know if you will be free next week (if not all, please indicate the dates you will be free) to give SC the flexibility. If there are more than 5, I will announce here and we will decide later on whom should be attending. Your kind support will be much appreciated. Thanks.

Any other besides angiess? Fairnreasonable, valour, r moi, stockraider, steveooikp, cljy, cheoky, valour?

angiess, What I will do is to create an email so you guys can send me the days you will be free before presenting it to SC. The current list is to check the number of interested person.

I received a call from Mr. Shashi just now. The meeting for tomorrow has been cancelled. Please let me know who's interested to meet SC again next week, probably between Monday and Wednesday in the morning? If the number interested is more than 5, we will need to select among ourselves to limit the number to 5, thanks.

Please add your username below if you are keen.

1. kahhoeng

chonghai haha... indeed, I'm shaky now, not used to own so many high risk stocks... Primarily never thought Puncak to be one, given its net cash position. I have actually chosen this stock as my ride against the commodity cycle. I have forecasted correctly the commodity cycle during the 2nd half of 2015 but failed to realize Puncak is a con-stock... (I have initially invested in a basket of MNRB, Oriental, Hwang Capital and Puncak when I believed there's a commodity down cycle then. Sigh!)

ks55 thanks for the advice. I have only added Puncak to make sure my average cost after including financing cost is around 1.80, and moved the rest to buy BJCorp. Frankly, BJCorp is not really a good choice for value investing. I have chosen it primarily because of improving balance sheet with a potential in Vietnam Toto while its share price has been ignored for the past few years.

quite frankly, if Puncak board has presented deals or quarter reports that too hard to read like BJCorp's, I would have not complained. With little businesses left, quarter reports are easier to read. With level 3 investment that's so clear to mainly used to cover up PN 16 classification is plainly assuming minority shareholders could be set aside. Plantation deal that can be compared and shown to be expensive has assumed BOD can do however they like. TRIPLC deal assumes they are so powerful that they are untouchable. I guess that's really anger me and hope to slap them with legal actions. Unfortunately, I am just a small investor with little resources. That's why I have decided to seek SC assistance. Frankly, should this fail, I will personally write a letter to second Finance Minister, Datuk Johari, and seek his assistance. His appearance in the public has been rather positive and shown his willingness to right what's wrong.

angiess, ok thanks for updating your status with SC. Will post further details once I have gotten in touch with SC on Monday.

ks55 Quite frankly, I have read a few annual reports before investing in this company. It has a history of paying dividend until it struggled to raise tariff with a change of state government. That's has led me to believe in Rozali not being a piece of shit but somewhat reasonable. I bought at a cost of 1.80 and bought more all the way down to .90 to make sure my cost of investment after financing cost will remain at or below 1.80. When I sensed something not right, its when the first quarter report of 2016 and I have approached Rozali during the AGM hoping he being sensible and allocate RM 200 million for share buy back to at least assuage shareholder concern money being squandered. The share price is already around 1.20 and too late to exit.

I have been holding Puncak throughout 2015 primarily believing in the water deal will be completed, holding on in 2016 in the first quarter thinking that Rozali could have been misunderstood, 2nd quarter worrying that I might have misread Rozali's character, particularly after attending AGM and seeing no action. By 3rd quarter, frankly, nothing could be done already. I can only hope that, with 2.50 cash per share and 3.41 net asset in Puncak's balance sheet, there's something SC can do for minority shareholders. I have approached LTH, seeking their participation to correct what's went wrong. While having concern over the plantation deal, LTH is not keen to seek further action, preferring to approach independent director for better clarification. In a way, LTH is investing on behalf of others, it would be tarnishing their reputation if they were found not exiting a company that's fraudulent, I guess, and that's led them to take different approach. I guess, they will sell when they can materialize a profitable venture unless they can keep Puncak investment in their book as long term investment with no impairment.

angiess, did you call SC saying that you would be attending? If yes, may I know what's their response? I have been trying to learn about why the sudden change. Thanks.

ks55, to your knowledge, I have met with SC once and have communicated with them a couple of times through phone. Whether SC can eventually help or not, I don't know. One thing for sure though, SC is friendly (even if they are merely pretending to avoid being called corporate-friendly) and trying their best to inform us what they can and can't. Plus, seeking professional help they way you are suggesting is costly, lengthy in process and not something I can afford to do alone. The whole process may end of useless if Puncak's fund has been fully utilized during the process. I personally don't believe Rozali is honorable, given what I have seen so far, A 100% wrong reading on character this time round.

ks55, that's 2007, to defend minority shareholders right, SC has been more vocal of late. Puncak has a cash per share of 2.50 while net asset of 3.41 per share. Why's it unfair to offer minority shareholders letting go of their shares? Furthermore, what I am requesting is not to vote if to offer 2.50 capital repayment. What I am requesting is to offer minority shareholders an option to surrendering their share in exchange for 2.50 if they are not keen to the proposed deal. That is, offer an option to minority shareholders, if want to stay, agree to the deal, if don't want to stay, take 2.50 per share and leave.

I think you are assuming that I am asking for a capital repayment of 2.50 per share to every shareholder? NO, I am only asking Puncak BOD to offer shareholders not agreeing to the TRIPLC and plantation deal to GO, surrendering share in exchange for 2.50 per share. Plain and simple, not some crazy request.

Puncak's majority shareholder is Rozali with over 40+% shareholding, following by LTH's 10+%. Rozali can't vote in the TRIPLC deal, so LTH's vote is crucial, its holding means it has a hefty 15-20% right to vote. Still, its useless, given so many shareholders without the presence of EPF or other big funds.

Even with minority shareholders successfully voting out the TRIPLC deal, Rozali can easily come up with another, like the plantation deal that requires NO voting by owning 60% of a 60% company at hefty premium. He can then later buying up the rest with Puncak's money without having to go through any voting.

ks55 if you have something you are willing to share, appreciated. Otherwise, I know only one thing, if I don't seek to meet SC and SC not willing to act, it doesn't matter what legal advice I seek. And losing my money due to some garbage deals is worse than losing face trying to learn my right. So, in a way, thank you but no thanks...

ks55 please be specific if you would like to contribute. Engaging MSWG is useless, its a powerless organization. Seeing how they have targeted Shell Refinery only makes me laugh...

rMoi, I would rather having SC agreeing to make sure a capital repayment option of at least 2.50 per share for minority shareholders when TRIPLC deal is presented for voting. I want out as soon as I can and I don't want someone telling me to just sell in the open market. It would be like Selangor state government asking Rozali to sell his shares in open market when denying the water tariff increase or forcing through the acquisition. Selangor government didn't do that, so minority shareholders shouldn't agree to selling shares in market when the cash per share is 2.50 while net asset is 3.41 and market price ONLY 1.02. Just because Rozali is majority shareholder, he can't just treated us like used disposable diapers!

(1) purchase of LV3 investment to hide the fact that its already a PN 16 company.
(2) the plantation deal is expensive compared to a recent deal from the seller, not to mention that this deal won't go through (not profitable or sufficient for a PN 16 company of Puncak size) if Puncak is a PN 16 company.
(3) TRIPLC deal that's clearly expensive.
(4) Most importantly, with each announced deal, Puncak share price has nowhere to go but now.

If BOD is so confident with their deals, its more than enough to require them to offer an option out if they don't want to participate with the new corporate ventures!

rMoi, Puncak BOD will never offer this unless SC forces them to offer citing unfair deals that some have raised concern and can't approve unless an option-out for them is presented.

valour, let me check with SC Monday. If there's no more than 5 indicating a desire to meet, I want to make sure SC will meet us Tuesday. I am from Penang, and I have planned up my trip particularly for this purpose. Even if its more than 5, I will propose to let us meet at SC office to decide who will meet with SC's staff on Puncak matter after we have chatted among ourselves. There's no venue for us to meet or decide any further action.

Particularly when I am merely asking to make sure Puncak offer a capital repayment option to let us GO?

Frankly, with my presented information, I was wondering why is it taking so long for SC even to offer help to minority shareholders?!? Puncak is really taking its minority shareholders like disposable diapers that have been used and 'experts', particularly those from CIMB, fooling us yet no action taken against them.

Reading the quarter reports and announced deals made me real worry, especially after so many privatization deals that offer way below net asset offer price to minority shareholders. There's a likelihood of Rozali doing that, something that can't be ruled out...