MGO 5.00/share credited to my e-dividend a/c to-day

Prior to this proposed acquisition, historical high for SB since 2006 is around 3.96 !

fyi,
An extract from 3 Qtr report (24/11/23) - Page 10

A15. Status of Corporate Proposals (cont’d)
Shareholders’ approval on the Proposed Disposal and Proposed Distribution has been obtained via Extraordinary General Meeting (“EGM”) on 29 September 2023. Barring any unforeseen circumstances and subject to all requisite approvals being obtained, the Board expects the Proposals to be completed by the 1st quarter of 2024.

- targeted date of fulfilment of CP to be further delayed ???, instead of 31/12/23 as announced on 19/10/23

My understandings:
**Forthcoming 17th AGM (16/11/23)**
- seeks shareholders mandate for RECURRENT related party transactions (RPT) of a revenue or trading nature, under Para. 10.09 LR
- to view the said RECURRENT RPT - refers Sec. 2.3 of the Circular to shareholders (18/10/23)

** Proposed acquisition of UMW shares **
- is deemed a RPT, under Para 10.08 LR
- it is not regarded as a RECURRENT RPT
- approval by non-interested shareholders in a EGM is required
- besides, Aminvestment, the appointed independent adviser, will issue his comments & advise non-interested shareholders on their votings.

https://theedgemalaysia.com/node/682988
( dated 18 Sep 2023, 08:58 pm)
An extract:
** However, the minister noted that Boustead’s deal with KLK has yet to reach the stage where it requires his approval, adding that he is also in dialogue with the Ministry of Finance (MOF) to address Boustead’s other debt obligations. **
Does it mean ???
(A) pending his approval or
(B) his approval not required

perhaps, references to main market LR para 8.04(3) (a) and para 8.08 will give a better understanding of PN17 uplift

Noted: other operating expenses + 216 K
Note 29 says:
Operating costs continue to be impacted by the weakening of currency against US Dollar albeit cushioned by the
favourable fuel price movements (Q1'23: USD116/barrel; preceding quarter Dec'22: USD128/barrel). The
Group's profits were further boosted by the reversal of provisions on debts and investments amounting to
RM265.9 million

Link 1
https://www.klsescreener.com/v2/news/view/1152861
Link 2
https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3351499

i believe Link 1 is totally salah !!!

Good News !!!
Reference is made to the Company’s announcements dated 13 October 2022 in relation to the completion of the Disposals.
The Board of Directors of LITRAK Holdings wishes to announce that the Company had on 6 April 2023 received an amount of RM57.94 million from ALR representing the balance of Government Compensation Receivable pursuant to the SSPA.
With that, other than the Retained Amount in relation to the ALR Warranty Claims as announced by the Company on 4 April 2023, all proceeds from the disposal of LITRAK have been received by the Company.
This announcement is dated 6 April 2023.

My personal views (guesses):
1. preference share is excluded for the purpose of computing the public share spread requirement .
2. preference shares may be issued to targeted GLC/ PAC to raise enough internal fund before FGV (requested by Felda & its PAC ) to undertake SCR ???
3. Delisting is another way to address the non-compliance of the spread.

csan, you are right. i do hope that all other things remain unchanged !

Risks include:
Compensation rec. - delay in receipt plus shortfall
Warranty claims - H & S didn't dispute for reduced final agreed sum
Subsequent Corporate expenses - significant prior to winding up

Scan, my understandings (may be wrong):
1. Sprint disposal proceeds for compensation rec. (47 x 1/2) and retention monies (7 x 1/2), Total= 23.5 + 3.5 = 27 M (b4 any warranty claim) is receivable by Ass. Co. (Sprint Holding, S, unlisted). This amount will only be reflected in Litrak Holding ( H, listed) upon receipt ( under equity accounting)
2. This amount is hidden in Holding A/C under the heading "Assets held for distribution" , though the value is stated nil, in order to comply with Acc. standard
3. This sum, TOGETHER WITH OTHER ASSETS x 1/2, IF ANY, will be distributed to H , via capital repayment exercise,

hopefully. situation not that bad as we think

csan, i believe 3Q RM 7 m is mainly contributed from 1 month interest earned on special dividend 2,475 M prior to its payment to shareholders

Latest announcement, fgv says:
" the Board had agreed to evaluate and explore a corporate exercise entailing the issuance of new Islamic preference shares in FGV (“Corporate Proposal”) as part of the rectification plan for FGV to comply with the Public Spread Requirement

My understanding: so there are other exercises in addition to issuance of preference shares ??

why it takes Felda so long time to take FGV private ?
Main culprit: Govt waiver on settlers’ loans has severely impacted Felda's cash flow ??
https://www.msn.com/en-my/news/national/govt-waiver-on-settlers-loans-has-severely-impacted-felda-s-cash-flow/ar-AA17UJoj?ocid=hpmsn&cvid=0c1cf947473a4211bb638e835b0ee36d
Now with the improved cash flow upon revival of collection of loans from settlers , hopefully a good offer will be forthcoming.

sebelum ambil sumpah. ada mp di dewan rakyat ??
earlier,
Istana Negara meminta pemimpin parti membentuk gabungan dengan parti lain yang mempunyai kerusi paling banyak untuk menubuhkan kerajaan baharu.
my understanding; choosing PM is on party basis NOT via individuals SD ??

Mp personal views - you need not agree
- It seems to me that consideration shares (post disposals) has been "INFLATED" from 0.14 to 0.22, without adequate corresponding increase in adjusted net assets (post disposals)
Dato
- BIG WIN
- higher value for furniture business
Insas
- WIN
- consideration sum unchanged despite current bearish bursa
Others - No loss now??
i will stay away ................... though market force may say otherwise !!

correction: retention period expires on 31/1/2023

Not to dampen the high expectation of return as shown by many of you, may i take a cautious views to draw your attention on the following matters
Upon completion of disposal on 13/10/22,
1. Compensation receivables (80.5M) - this amount is still pending certification by Malaysian Highway Authority. EGM circular says "If the Government of Malaysia actually settles less than the amount receivable shown in this Circular for any reason, then the relevant Concession Holding Company bears the full risk of this shortfall.
2. Retention sum (20.5M) - uncertain whether there is any warranty claim (retention period will only expire on 31/1/13)

Anyway, i do hope that there is no significant impact on capital repayment should the above events unfortunately occur.
Note: EGM Circular Pg 118 refers

Sir, may i forward my doubts below

1. Salient terms of RCPS-iC - extracted

(A) Profit is defined as the distributable profits of our Company earned from the 1st day of the calendar month following the Issue Date (“Profits”)

(B) Where there is no Profit available for the declaration and payment of dividends (in accordance with our constitution and the Act (or such applicable legislation for the time being)), our Company shall have no obligation to declare or distribute any preferential dividends on the relevant Preferential Dividend Entitlement Date. Such preferential dividends shall not be cumulative.

My i ask whether at time of declaration of dividend, the said "profit" refers to current year profit or retained profit ??
For examples (assume yearly RCPS-iC dividend = 50M)
Year 1, Profit: 100M, 50M dividend paid. Profit c/f: 50M ? [100 - 50]
Year 2, Loss: (80M), NO dividend can be paid. Loss c/f: (30M) [80 - 50] ?
Year 3, Profit: 50M, how much dividend can be paid out ?

(i) 20M (50-30) OR
(ii) 50M (sufficient cur. yr. profit 50M)

TQ for your clarifications for YR 1, 2 & 3

Re: RCPS-C, a salient term on dividend rate at 5.43%

The RCPS-i C shall carry the right to receive preferential dividends, out of the distributable profits of our Company earned from the 1st day of the calendar month following the Issue Date (“Profits”),

- Definition of Profit ; Distributable profit earned after DATE OF ISSUE.

- May i assume that there is NO "profit" at start to frank any such dividend ?
ie to say, if there is no or insufficient profit at date of entitlement, dividend rate might be lower than 5.43%

Recent Circular to Shareholders provides some illustrations on the mechanism of dividend payment.

i believe yes since the share profile says so:-
- "Any outstanding RCPS not converted or redeemed at the Maturity shall automatically be redeemed by the Issuer at the Issue Price on Maturity together with cumulative unpaid dividends up to the date of Redemption"
Besides. lim family hold > 85% of rcps

With the latest announcement last nite, all proposals are now inter-conditional upon one another. i view it as a negative sign.

Recent statements released by FGV:

1. The Company’s major shareholder, FELDA, vide its letter dated 2 August 2022 maintained its intention not to retain the listing status of the Company as indicated in its Offer Document dated 12 January 2021. (23/8/22)

2. The Company has not formulated any feasible rectification plan to address the shortfall in the Public Spread Requirement. (30/8/22)

Here are 2 issues to be looked into:
Felda perspective,
- Felda is obliged to undertake another delisting exercise to walk the talk
FGV perspective,
- FGV should follow up on the Felda's obligation, where appropriate, to protect the interest of its shareholders.
- Where no delisting exercise is carried out by Felda and FGV resolves to address the shortfall, i wonder whether
Q Felda can be accused of cheating FGV and its shareholders ??
Q Bursa Securities will assume NOTHING violated under rules on take-overs ???

Noted: 3 CP to be met prior to completion of disposal
1. Fund successfully raised by ALR
2. Consents obtained from existing financiers/lenders of respective vendors
3. Provide evidence of approvals obtained for 2 above
It seems that the proceeding of disposal is on course. Good luck to all of us.

In the context of Non-compliance with public shareholding spread, WILL BURSA SECURITIES APPLY DOUBLE STANDARD ?

Re: LTKM case
Take-over closed on 2/10/2019
Latest extension of time till : 31/3/21
Further extension rejected on 2/4/21
Period granted: 18 months

Now, dealing with fgv
Take-over closed on: 15/3/21
If same standard applies, extended DEADLINE should be: 3/8/22 ( latest known date) ???

For the past 18 months, i wonder what positive action has been taken by FGV to address the declining shortfall ????
i believe FGV owes its minority shareholders an explanation. what say u

Refer EGM Circular Part 2 - page 58 - extracted

"(vi) the Mandatory Offer will be extended to the new voting shares issued pursuant to the
Proposed Private Placement (should the new voting shares be issued)"

Assuming the PP/offer proceed,
* Any possibility the resultant shareholding of offeror/pac fall below 50% ??
* If yes, MO will then change from unconditional to become conditional ??

My understandings:
OMESTI -PB ---- NOT CONVERTIBLE ,
- classified as Liability
- payment type : Interest, to be expensed of irrespective of any profit/loss

PANSAR-PA ---- CONVERTIBLE
- viewed as Equity
- payment type : Dividend, subj. to availability of distributable profit

Beware of a manipulative/lopsided clause in the share profile of PANSAR-PA
"AT THE DISCRETION OF THE BOARD"
My doubt : Where profit is sufficient, can the BOARD opt not to declare dividend ??

My views - best scenario ??
1. pay 4,870 now
2. Incur trading expenses & interest, say 62 till receipt of special dividend say 4,540 within 90 days
3. Remaining holding cost : 392
3. Since CO. HAS NO INTENTION TO MAINTAIN ITS LISTING STATUS, share will be suspended after x-dividend ?
4. wait for 4 months to get back capital repayment 540
5. Interest lost on 392 - 4 months: 4
6. 7-months holding profit: 144
7. Good for cash rich investor ??

Need to monitor post distribution. Hopefully, not another Dutaland in the making !!

RE: The Board of LITRAK Holdings intend to distribute the CORRESPONDING NET PROCEEDS of the Proposed Disposals to the shareholders.

My understandings
1. Relevant dates:
Valuation: 31.12.21
Definitive agreement: latest 31.07.22 or OTHER EXTENDED DATE ?
Completion date( 1 bus day upon fulfilment of CP): ??
Payment: ???

2. Implied Equity value : 5.08 per share
Best estimate
(a) Anticipated disposal proceeds (2,698 M/533.55 M shares) 5.057
(b) Net cash held at Holding level (Litrak Holding) 0.023

3. NET PROCEEDS arising from 2 (a) will be distributed after adjusting for
Add - 2 % p.a holding cost, daily rest on 2,698 M from 31.12.21 to date of completion
Less ?? - Costs on agreements & till completion of CP
- adjusting for exercise of outstanding ESOS (12 M)
- distribution costs (Litrak to Litrak Holding to us)
4. Net asset retained in non-expressway business: 7 M (estimate)
5. Left-over after distribution: ????, pending further announcement

MY BET : 5.05 (ignoring any undisclosed windfall) within 6 months from now

Recap previous offer - cash balance retained by litrak/sprint meant for the benefit of Litrak Holding
To-day offer - i wonder whether so called cash/cash equiv/cash compensation due already considered in the Purchase considerations of 2,119 M and 1,808 M

the way i see .......................
IF Felda makes a u-turn to maintain the listing status of fgv, a easy way out is ?

1. fgv to seek approval from Bursa to allow the acceptable min. spread at not less than 15% (under new ruling)

2. fgv to issue new shares, say just 1 million shares or more, via a pp or other mean
Result:# State. Gov. of Pahang will no longer remain as a sub. shareholder
# The spread will then improve to 17.92% from the present 12.92 %

There may be other qualitative matters to be look into.
Anyway, i will stay cool, awaiting final action from Felda.

citta can be found in BCM, sanichi, mnc - cukup sampai di sini.................

the way i see...........
(1) existing businesses - nothing exciting ?
(2) telekosang hydro power (40MW) - pending
- completion/commission ?
- CP to be met ?
- to acquire remaining 30% equity from Sabah state government ?
(3) 160MW hydro power
- still at preliminary stage
- a long way to come ?
- many uncertainties ?

Ya, long awaiting announcements, in r of changes, if any, in the shareholdings held by the respective major shareholders

My concern as a shareholder - 2nd attempt by Felda to take fgv private
1. Will Felda team up with State Gov. of Pahang to offer a depressed price ?
2. If goes solo, will felda offer again a unfair price to us ?
3. Any plausible avenue available to protect our interests ?

correction - 8 cents dividend not 8%

to-nite announcements - 3 matters noted:
1. 8 % final dividend
2. confirmed intention to delist fgv
3. fantastic result.

to-day, well done. Tomolo to break 5 y high @ 2.18 ?

My february 2022 wish: Handsome reward awaits our patience

To the best of my understanding:-

1. There is no provision under listing requirements

- permit a person to acquire shares via OPEN MARKET PURCHASES of such number of shares together with its own shareholding exceeding 90% or more.

Therefore delisting of FGV via open market purchase by Felda/Pac till 90% threshold shall not arise

2. Since Felda is now in control and breaches the min. public spread requirement, the main issue here is To maintain or To Not maintain listing status of FGV

To maintain - rectifying the spread

To Not maintain, either
- P.16.06 Request for withdrawal (Scheme of arrangement, compromise, amalgamation or selective capital reduction) or,

- P.16.07 Withdrawal in a take-over offer ( Uncond. & , volun.) so as to reach the delisting threshold of 90% or more

Noted:-

1. Felda offered an unfair take-over price of 1.3 which was rejected by non-interested directors of fgv MIBB was the principal adviser of the offer.

2. wef jan. 2022, the IB raises the capped value for fgv from 1.3 to follow its market price.

- a positive sign ??

Ref. Prospectus - Points noted

Page 6 - no undertaking will be procured from Company’s substantial shareholders in relation
to their entitlements under the Rights Issue of Shares.
- i.e to say, the entire portion of 101,457,300 Rights Shares will be underwritten by underwriters

Page 13 - The commercial operation dates of the renewable energy power purchase agreement have yet to be determined as the Hydro Plants of Telekosang One and Telekosang Two are under construction phase.

Page 14 - Barring any unforeseen circumstances, our Board expects the Proposed Acquisition of
Hydro Asset to complete by the 3rd quarter of 2022 i.e. early September 2022.

THE WAY I SEE ......

RECAP: Announcement by Felda on 24/3/3021, subsequent to the closure of the take-over offer on 15/3/2021:

"The Company will use the extension of time granted by Bursa Securities to formulate a rectification plan to address the shortfall in its public shareholding spread and to allow sufficient time for FELDA to formulate a firm plan on FGV’s listing status."

From Felda's perspective, 2 issues are to be dealt with:
1. Compliance with Public Shareholding Spread Pursuant to Para 8.02(1)
- this responsibility lies solely on FGV
2. Obligation of Felda (the offeror) to FGV in respect of the delisting intention in the said take-over offer, ie
"THE OFFEROR DOES NOT INTEND TO MAINTAIN THE LISTING STATUS OF FGV ON THE MAIN MARKET OF BURSA SECURITIES"
- My view is premised on the fact that when 25% public spread is triggered on 5/2/2021, BOD reiterates this intention.
- IF no new privatisation attempt is taken by Felda,
- Will Bursa securities step in on this issue ??
- Whether FGV directors will follow up on this obligation ??
- Is it fair to the acceptees who are misled by the offeror's intention ??
- Where no exception clause is attached, whether a " NOT TO MAINTAIN LISTING STATUS" intention in a take-over offer is binding ??
RECAP: CCB take-over, the offeror stated a clear disclaimer where the final shareholding fell below 90%.

EVO, my understanding: PAC n sub, shareholder(EPF) as below are included also in the computation of the spread.
Koperasi permodalan felda (1.94 + 0.11) = 2.05%
EPF: 5%
AMSEC nominee (Exempt a/c - Felda): 0.08%
Source: 2020AR

on 27/10/21, Bursa securities said:

Kindly be advised that SERBADK has not complied with the directive to make an announcement on the findings from the Factual Findings Update on the Special Independent Review by 26 October 2021. Accordingly, the trading in the Company's securities shall be suspended with effect from 9.00 a.m., Wednesday, 27 October 2021

As the trading in the Company's securities has been suspended since 2.30 p.m., 22 October 2021, the suspension of trading will continue until further notice.

My understanding: NO SIR, NO UPLIFTING OF SUSPENSION !!

3 Feb 2022 is drawing near. Felda must be desperate as its good day is numbered. i wish that Bursa Securities will reject its next application for extension of time.

The way i c
1. Felda will launch 2nd attempt to take FGV private
When?
- My guess: Max. 2 years after the closure of 1st offer
- RECAP LTKM: Bursa securities disallowed extension of time after 2 years
New offer price?
- My guess: Probably not below highest price it paid for in open market
- Felda will not succeed without acquiring fgv IPO stakes held by State Government of Pahang/Sabah, who had refused the 1st offer at 1.30
2. My game plan for fgv
- be patient, prepare to hold > 1 year
- buy low at dip, within my tolerable limit/allocated fund
- let market determines its upside potential