Jay: U dont understand the whole scenario. This is only ur research. U dont know anything in Triplc. Is good for Triplc to sell off the company. Triplc already got its new business... High dividend will be paid in triplc and bought the new business with borrowing. This is the usual tactic used by Rzl. If minority of shareholders dont wan to sell. They will got nothing. The share price will remain at between 1.50-2.00 for many years. No dividend will pay. Get the special dividend and get the new business. After the special dividend, the price will still remain at between 1.50-2.00. After that hold or not the PEB is depended on u. Worth to accept the offer?
the deal is a major disposal, so it's 75% approval.
for PN16, the regularisation plan has to get SC approval. Unlike Bursa, SC can give companies a hard time. Ask any investment banker you will know. Those SPACs also got a hard time getting their QA cleared by Bursa
@rogers123 I'm afraid you are the one who don't know anything.
from my first article I already mentioned Puncak is the key to unlock the value in Triplc. No dividend has been proposed so far so I won't go ahead and assume special dividend. The reason why Rozali offer RM210m is that he is also betting it is a sufficient premium over current price to entice Triplc shareholders to sell.
But you can't deny that it is not the best offer, land value alone is RM258m, borrowings is not a problem unless you assume the concession is a loss making biz (which by track record is not).
I'm not saying that Triplc shareholders should vote against, just be mindful of what could happen in both scenarios. Triplc got a decent offer but I still think Puncak got a better deal to appease their bitter shareholders
Jay: The land is 258m? This is the value the market quoted. Doesn't mean that u can sell at this value for leasehold land. U can have watever price for ur land, but no buyer. The previous buyer is just a wayang kulit show. U sell the land, but u still got bank loan to pay. I believe tat market is efficient. it will always reflect the real value of the company. If triplc is like wat u said that good, it should reflect the price earlier, but not until the pre acquisition only reflects the real value. The triplc up not because of the business, but the acqusition of rm3. Insider already knew there is an acquisition last year before the deal of puncak. Only middle of this year, they knew it will be 2.50++. If there is no acquisition, i believe tat it will still stay below rm1.60. Bear in mind, u cant guarantee concession or project will contribute positive income. Eg, Sino case in China. It is all depended on the management team.
Jay: The deal will get through no matter wat. They already hold alot of proxies for both companies to make sure it will get through. One question to u, if puncak wan to acquire triplc, Y don they buy triplc in the open market and accumulate slowily, puncak might save alot for acquisition since puncak already have the takeover plan before the syabas deal.
@rogers123 Unlike u who seems to only know how to comment off-hand and criticise others, I have done my homework. the land value I already did a reasonableness check in my previous article compared with other transactions in that area, the value is not that far. yes I agree that there may not be a ready buyer now, but that doesn't mean that there is no value. If you pay attention, you would have noticed in the past few months big developers are accumulating land already
On concession, are you seriously comparing UiTM concessions with China project? Besides, when the same team has done >RM1b projects in the same vicinity, I don't think they will have much problem, unless Puncak screw it up
Puncak can accumulate slowly, but how slowly? I'm sure you don't know Triplc's average daily liquidity, how much can Puncak accumulate? Besides, Puncak hold no shares, it's owned by Rozali and his companies. which means Puncak has to accumulate from zero, and when Puncak and Rozali combined cross 33%, Puncak and Rozali has to jointly do a mandatory takeover, i.e. Rozali is also responsible for the offer
Unlike some naive commenters, Rozali is not that dumb
Jay: Sorry to say. I have let go all my triplc with 30% return. I didnt hold any share in triplc. Just reconsider to buy back later. Yes. I admited tat i hold alot of puncak at the average cost of 0.93.
Like wat will happen to KPS, century bond. Century bond is profitable company. After the acquisition, will century bond will still make profit under kps hand? Business is easy to manage on paper, but in real, will it? YLI is a good example. After bought by Tan Sri Jojo, indirectly linked to Sultan Selangor, wat happened to the share price?
nobody foresaw Pakatan winning 2008 state election and certainly no one foresaw Pakatan government refusing to honour the water concession contracts. so not selling water companies back then may not be the wrong decision at that time. of course you can impute a worst case scenario where opposition wins coming national election and refuse to honour all concessions, but the probability for both events to happen is low
The biz is one of the easier one and the management already knows how to run it. In the future when it is run by Puncak then I'm not sure.
I didn't say it's a bad price, just not the best. I'm sure this is the price which they think have the best chance of getting approvals from both sides' shareholders. let's just see what will happen
It's very clear now that Rozali wants to keep the listing status. Most likely it will be one of the 2 scenarios.
First is a normal acquisition with cash and borrowings, if necessary. This would keep the shareholding structure intact. Second is acquisition with share issuance and/or cash, i.e. RTO. After the acquisition, the seller will become new major shareholder. If Rozali wants to benefit himself and sell the control of Triplc/PEB, then will be the second scenario.
In any case, PEB is under no obligation to distribute the cash back to shareholders. The cash will be locked up with the custody until proposed acquisition is approved. Only scenario of cash distribution is like Abric, after they fail to find target, they gave up and distribute.
Both scenarios can involved Rozali or others' assets. The regularisation plan will definitely need shareholders' approvals, regardless of who is the seller. On top of that, they will also need SC's approval. Just look at what Tecnic is going through now.
just to clarify, once it falls into PN16, PEB can't distribute the cash as dividend unless they don't intend to maintain the listing status. They can only pay dividend before they fall into PN16, which is if they suddenly u-turn and announce dividend out of the RM210m in the coming circular (they mentioned further details of the utilisation of proceeds will be in the circular) but it's safer not to assume that
The Triplc directors sell their shares are due to their cost is very low at RM1.39+ from ESOS. They may want quick cash out. I believe they will announce dividend as this is also a good option for Rozali and directors to cash out b4 election. This also can help in them getting shareholders approval to pass this acquisition in EGM. If they didnot cash out and go for another acquisition, that would take long time pending SC's and shareholders approval.
Triple fall in PN16 company actually good for minority shareholders as directors cannot do like what puncak do now. They hv to put the cash in trust account and find a new biz which cannot find good one hv to return to shareholders.
unfortunately minority logic is different from Puncak. minority can always buy 1000 Triplc shares from the market, but there's not enough volume to buy the entire company.
shareholders in fact should ask rozali to call off the plantation acquisition, it's much more expensive and gives very little for the next few years. After a few years, who knows what's the CPO price going to be? Puncak already considered getting a good deal from Triplc
Agree that triplc shareholder objective diff from puncak shareholder objective but put it this way.....the deal must be ur benefit loh;
Triplc The rm 3.00 deal looks reasonable, but Rozali wants to keep, it all for himself by creating listed PEB under his control, without paying a single cent of div to shareholders, u agree ?
Of course not, u want a substantial part of the rm 3.00 to be paid to shareholder mah....!!
U must fight loh comprises of; 1. Complaining to SC & Bursa 2. Complaining to Minority Watchdog group 3. Complain to Press 4 Complain to Triplc and Puncak independent Directors, put them on notice ,they must act for the benefit of company and not Rozali mah!! 5 attend the egm
Next be prepare for self help, vote against the deal if they is no proper dividend payout despite your demand above :
As a minority u hold alot of power, bcos Rozali cannot vote & he needs 75% of the balance independent shareholding and 75% of the shareholders number to support....not an easy feat to achieve loh..!!
Do not worry, u may kill the deal loh....bcos Rozali as a businessman, he will always comeback with another better proposal to please the shareholders to get shareholders support mah...!!
Show that, u are not being bullied & taking advantage loh...!! Don be cheap, Lets fight for the shareholder benefits loh...!!
Nice article Jay. I just want to point out that the timeline for regularisation of a PN16 company can take more than 1 year (not fixed like a SPAC). You can take a look at Premier Nalfin (a similar PN16 type arrangement), they have been in PN16 since 2012 if I m not mistaken.. keep requesting for extension and multiple failed RTOs during this period. Its hard to say the same wont happen here.
you are correct. 12 months is just what the listing requirement states, they can always ask for extension. and another major difference with SPAC is you can't vote against the proposal and get back the cash value. the only protection is they can't touch the cash (90%), that's all
@Jay: A highly interesting & far sighted set of articles. Thank you for your insight. Based on the recent developments of the EGM, what is your recommendation? I'm holding some TRIPLC shares (unfortunately, slightly above your recommended RM2.20, but still some upside if target price RM3.00 is reached), so I would appreciate some advice from my perspective as a TRIPLC minority shareholder.
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Posted by chonghai > 2016-12-23 12:48 | Report Abuse
Jay, thanks for all the details about puncak and triplc.