My post which was deleted yesterday by admin, you guys pls comment if that's break the rule of this forum as following:
BURSA should make all companies compulsory disclose full report from "Independent" Adviser on all SCR, Privatization, Merger etc since all shareholders pay the fee.
And Like other industry practice, the report must have qualified competent person name and signature.
Deeply undervalued stocks? Plenty. Two weeks ago I bought Ekovest at 50 sen, today I sold at 64.5 sen, almost 30% gain within just two weeks. At 50 sen few wanted to buy. Same with MAA when it was 50 sen not so long ago. Of course MAA now has limited upside but I am not selling yet because I feel there's no immediate downside to MAA shares.
PART A - CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED SELECTIVE CAPITAL REDUCTION (“SCR”) AND REPAYMENT EXERCISE OF SUIWAH CORPORATION BERHAD PURSUANT TO SECTION 116 OF THE COMPANIES ACT 2016
PART B - INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES SDN BHD TO THE ENTITLED SHAREHOLDERS OF SCB IN RELATION TO THE PROPOSED SCR
Premised on the above and our evaluation as a whole, although the Proposed SCR is deemed not fair, we are of the view that the Proposed SCR is reasonable.
Accordingly, we recommend that the Entitled Shareholders VOTE IN FAVOUR of the Special Resolution in respect of the Proposed SCR to be tabled at the forthcoming EGM.
The Entitled Shareholders are advised to closely monitor the market prices of the SCB. Shares and evaluate the SCR Cash Amount before deciding whether to vote in favour of or against the Special Resolution in respect of the Proposed SCR. If the Entitled Shareholders so wish, they may also consider disposing of their SCB Shares in the open market to realise their investment in the SCB Shares in the event the market price is higher than the SCR Cash amount, after taking into consideration the associated transaction costs involved and assuming that there will not be any revision to the SCR Cash Amount.
MSWG’s comment:
Suiwah Corporation Bhd (Suiwah) is another Bursa Malaysia-listed company in which the controlling shareholder is undertaking a selective capital reduction (SCR) exercise to take the listed entity private. Just recently in January 2019, long-time property outfit Selangor Properties Bhd was taken private by the Wen family at RM6.30 per share.
FAIRNESS According to page 41 of the circular issued to shareholders dated 8 April 2019, the offer price of RM2.80 cash for each Suiwah share owned by Entitled Shareholders represents a discount of between 43% and 46% to the estimated value per share of RM4.93 to RM5.20 using sum-of-parts valuation, said independent adviser (IA) Mercury Securities Sdn Bhd.
Apart from making capital gains, a key objective of stock investment is also about investing in the future of a company. Shareholders in turn will reap the benefit if the company manages to perform well by allocating and putting resources on hand to good use.
Having said that, often there are cases of controlling shareholders deciding to take the companies private at a steep discount to the true value of he companies’ net assets.
We believe shareholders should be given a fair value for their investment as a discount of between 43% to 46% of the estimated value per Suiwah share is a steep significant discount.
To put things into perspective, the offer price of RM6.30 per Selangor Properties share represented a discount of 23.91% to the estimated RNAV per Share of RM8.28.
REASONABLENESS Due to Suiwah’s historical share price performance, liquidity analysis and the absence of alternative proposals, the IA deemed the RM2.80 offer price being a reasonable one. The offer price is higher than Suiwah’s daily volume-weighted average market price for 94% of the total market days over the past 10 years.
Suiwah principally engages in three business segments namely retail, manufacturing and property development.
Its retail segment encompasses the operation of is supermarkets, hypermarket and departmental stores. It currently operates six shopping outlets and 12 convenience stores mainly in Penang island.
It also designs and manufactures flexible printed circuit boards and substrates, and develops and invests in real estate.
The offeror Suiwah Holdings Sdn Bhd (SHSB) said the proposed SCR presents an opportunity for the Entitled Shareholders to exit and realise their investment in Suiwah.
The offeror opined that the listing status of Suiwah brings little benefit to the Company and its shareholders.
Firstly, shares of Suiwah have been thinly traded and illiquid in the past.
Secondly, it has not undertaken any major corporate exercise or fund raising activities through the capital market for the past ten years.
Thirdly, Suiwah plans to spend millions in capital expenditure on the retail, manufacturing and property segment. This will consequently translate into high borrowing cost and reduced profitability. This will also result in higher gearing (page 7).
Given the upcoming expansion activities and capital required, it is puzzling to note that SHSB has decided to privatise Suiwah.
On the contrary, SHSB’s listing status would make it easier for it to leverage on the listing status of the Company to raise funds for future expansion activities.
MSWG will be attending Suiwah’s EGM on 30 April 2019.
Since independent report will send to all shareholder, i see no reason MAA BOD can have it first hand and delay a few weeks to minority. Do you think this is a fair exercise.?
Independent Advisor report only released to minority shareholders after scrutiny and approval by SC. In Suiwah's case, approval sought on 1/3/19, SC approval obtained on 5/4/19, EGM immediately called on 5/4/19 itself to be held in 30/4/19, circular with IA report released to minorities on 8/4/19
MAA CASH at 31/12/2018 in the account RM251,133,000-00 and Trade and Other Receivable RM103,366,000-00 = RM 354,499,000-00 = RM1.26 per share. All other MAA assets is free. SCR at RM1.10 per share. What a stupid offer and the Management has no Business sense to accept the offer price. When a company goes for IPO , the company is asking for high PE or above NTA on the account. But when they want to take private, the company is offering the stupid price like RM1.10 per share.
Nope, also invest elsewhere. With most of my funds in MAA. People who invested in MAA, I feel have the same investing strategy, looking for good dividend yield, under value etc. So was hoping we could use this platform to look for the next MAA. Where returns of a couple hundred % in a few years.
Sorry i am not so well informed on this topic. What are the probable outcomes of this AGM? The minority shareholders have to accept the offerer’s price of RM1.10? They might offer higher? Other than that?
Highlight of some assets (Page 32 of MAAG Annual Report 2018)
Investment properties RM46,234,000 Investments RM 239,473,000 Fixed Deposits, Cash + Receivables : RM255,632,000 + RM103,397,000 = RM 359,029,000 Etc. (*Most of the Company’s receivables of RM93.75 million will be paid on 30 June 2019 by Zurich Ltd. )
Melewar, the majority shareholder propose to use RM184,514,735 from the Company's bank account to squeeze out all minority shareholders by cancelling the minority shares so that Melewar can own full 100% ownership of the remaining assets.
I CANNOT understand the action of the Independent Directors. By agreeing to this accept the deal, I can only conclude the independent directors must have been misinformed by advisers or there is favouritism by them towards the majority shareholder. How else can one explain a conflicted transaction that minority shareholders will not only get less than all the liquid assets of the company and other receivables (RM359,029,000) that was due to them; the minority shareholders will get NOTHING for other remaining assets (the properties and other INVESTMENTS).
The Proposed SCR benefits ONLY the controlling shareholders at the expense of the minority shareholders. I totally cannot understand on what grounds, if any, the independent directors concluded that the proposed SCR is in the best interests of the MAA shareholders.
In my opinion, the board of Directors are empowered to do ridiculous and even inconceivable things to take advantage of the minority shareholders.
Whether "an intelligent and honest man in the position of the director of the company concerned, could in the whole of the existing circumstances have reasonably believed that the transactions were for the benefit of the company.”
"Independent" Directors are there to make their pay save and sit in more companies. They will not fight for the minor shareholder who can not put them up as directors in other companies. So what is the end game?
It's reasonable because it provides an opportunity to realise the investment in MAA shares at a price significantly above the historical market price prior to the offer.
This book is the result of the author's many years of experience and observation throughout his 26 years in the stockbroking industry. It was written for general public to learn to invest based on facts and not on fantasies or hearsay....
Cipta
1,054 posts
Posted by Cipta > 2019-04-03 19:02 | Report Abuse
Bursa why delete my post?