Posted by taitaumau > 2019-05-05 17:04 | Report Abuse

The only avenue available to the dissenting minority shareholders

### to vote down the special resolution in the forthcoming EGM ###

Irrespective of their collective shareholdings, if more than 50% of members in number (either present in person or by proxy via chairman) voted "AGAINST" the resolution.

A wonderful case of how 0.05% in value of united minority shareholders frustrated 99.95% in value of major shareholders

Extracted from Bursa Malaysia:
Outcome of Meeting

PADIBERAS NASIONAL BERHAD (“BERNAS”)

PROPOSED VOLUNTARY WITHDRAWAL OF BERNAS FROM THE OFFICIAL LIST OF BURSA MALAYSIA SECURITIES BERHAD (“BURSA SECURITIES”) PURSUANT TO PARAGRAPH 16.06 OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA SECURITIES (“PROPOSED DELISTING”)

We refer to the announcement dated 2 January 2014 on the notification of extraordinary general meeting (“EGM”) in relation to the Proposed Delisting.

On behalf of the Board of Directors of Bernas (“Board”), Maybank Investment Bank Berhad wishes to announce that the shareholders of Bernas have voted against the special resolution in relation to the Proposed Delisting as set out in the notice of EGM dated 3 January 2014, during the EGM of Bernas held today, 27 January 2014.

Details on the results of the polling of the EGM are as follows:

(i) There were 155 shareholders of Bernas who voted against the special resolution, representing 70.45% of the total number of shareholders of Bernas present in person or by proxy, and voted;

(ii) The total value of the shareholdings of the shareholders of Bernas who voted for the special resolution was RM394,322,922, representing 99.95% of the total value of the ordinary shares of RM1.00 each in Bernas (“Shares”) held by the shareholders of Bernas present in person or by proxy, and voted; and

(iii) The total value of the shareholdings of the shareholders of Bernas who cast against the special resolution was 0.05% of the Shares held by the shareholders of Bernas present in person or by proxy, and voted.

This announcement is dated 27 January 2014.

Posted by sheep > 2019-05-05 17:08 | Report Abuse

OKAY LET'S GO AND VOTE IT DOWN...

Posted by TheContrarian > 2019-05-05 19:09 | Report Abuse

What happened to the set up of a group of dissenting minorities?

Posted by SuperDuper > 2019-05-06 08:23 | Report Abuse

The only way to get a better price is to reject offer by as many as possible. United we stand else cheap sales..Go for EGM... make ur voice heard else give someone else ur proxy!Less than 1 mth to organise ourselves!

Posted by taitaumau > 2019-05-06 10:40 | Report Abuse

My understandings,

Where A present/ B absent in EGM,

A - member, under CDS A/C 1 voted "AGAINST"
A - member, under CDS A/C 2 voted "AGAINST"
A - nominee A/C holder of ABC Investment bank, voted "AGAINST"

- "AGAINST" vote in number: 1

A - member, voted "AGAINST"
B - member, named A as his proxy voted "AGAINST"

- "AGAINST " vote in number : 1

A - member, voted "AGAINST"
B - member, named chairman as his proxy voted "AGAINST"

- "AGAINST " vote in number : 2

Where B absent/C and D present in EGM,

B - member, named C and D as his proxies (1/2, 1/2 share), both voted "AGAINST"

- "AGAINST" vote in number : 1 or 2 ??? (what say u)

Posted by Choivo Capital > 2019-05-06 19:31 | Report Abuse

I sold mine at 1.07.

Good, go vote it down. Then it drops back to 44 sen. Then we hear everyone here call father and mother.

Nobody is going to offer a higher than book price, for a shell of a company making losses, with at best a gestating business in Philippines that is not guaranteed to succeed.

This isn't MAYBANK that they are privatizing.

走好,不送.

Posted by TheContrarian > 2019-05-06 20:59 | Report Abuse

Hahaha, even if it goes to 44 sen I still stand to make 1 sen.

Posted by theong > 2019-05-06 21:34 | Report Abuse

How many lot was done at 1.07?

Posted by Choivo Capital > 2019-05-06 21:36 | Report Abuse

This is an ikan bilis position for me, barely hold 1.5% of my investment funds.

Haha contrarian, im sure you'd prefer 66 sen profit instead of 1 sen. :)

====
Posted by theong > May 6, 2019 9:34 PM | Report Abuse

How many lot was done at 1.07?

Posted by TheContrarian > 2019-05-06 21:54 | Report Abuse

Don't worry about me. I know when to exit just like when I exited Ekovest-WB at 53 sen recently.

Posted by theong > 2019-05-06 23:13 | Report Abuse

Asking 1.07 how many lot done on 16 April also people report Abuse on my comment.

Posted by TheContrarian > 2019-05-06 23:25 | Report Abuse

theong, I don't see your comment been flagged as abusive.

Posted by jamesooi > 2019-05-07 11:12 | Report Abuse

This chat place is help to support the group, if you have no good things to say. Best keep silent.

Posted by k3nthiew > 2019-05-08 14:52 | Report Abuse

An EGM held on June 2018 has approved Rm32.82mil (12 sen/share) for dividend for FY18 and 19, but only 3 sen paid in 2018.

Posted by k3nthiew > 2019-05-08 14:54 | Report Abuse

I think we should at least fight for the balance of 9 sen div....

Posted by TheContrarian > 2019-05-08 15:10 | Report Abuse

The SCR offer price will be reduced by any dividend paid out. You get RM1.01 if 9 sen dividend is declared and paid out before completion of SCR exercise.

Posted by k3nthiew > 2019-05-08 15:30 | Report Abuse

The offeror can decide whether the 9 sen should be deducted or not...

In Daiman Development cases...

Daiman had on 23 August 2018 proposed a first and final single-tier dividend of RM0.05 per Daiman Share in respect of the FYE 30 June 2018 (“Proposed Dividend”). The entitlement date and the payment date for the Proposed Dividend have yet to be determined and the Proposed Dividend is subject to the approval of the shareholders of Daiman at the forthcoming annual general meeting (“AGM”). Notwithstanding this, the Joint Offerors had vide the SCR Offer Letter indicated that the SCR Offer Price will not be reduced by the Proposed Dividend. As such, all shareholders of Daiman (including the Entitled Shareholders) will be entitled to the Proposed Dividend and all the Entitled Shareholders will be entitled to the full SCR Offer Price of RM3.00 for each Daiman Share held.

Posted by markus > 2019-05-08 16:20 | Report Abuse

In my opinion, I think it was part of their tactics so that the minority shareholders will sell shares to them at an UNFAIR price. They know the minority shareholders’s ability to hold their shares would be lessened by the absence of dividends (even though they have said they will distribute the dividend). Then came this silly proposed SCR that only benefit ONE party; the majority shareholder, Melewar; the one who put them on the board in the first place. What a coincidence.

Also, MAAG shares has been traded at a massive discount to its net asset value (NAV). But, instead of trying to close that massive discount gap with share buyback, the Board stopped the share buy back program since 17 Oct 2016 despite given the approval by shareholders to do so in previous general meetings; while the company cash and equivalents are swelling. Share buybacks are one of the methods employed globally for good governance company to close the discount gap between share price and its NAV. Share buyback benefits EVERYONE , all shareholders and is in the interest of the company. But the Board of Directors choose not to use efficiently use the cash reserve of the company.

Posted by markus > 2019-05-08 16:31 | Report Abuse

This is what Warren Buffett wrote in one of his Berkshire Hathaway's letters to shareholders on SHARE BUYBACK (stock repurchase) :

"...The companies in which we have our largest investments have all engaged in significant stock repurhases at times when wide discrepancies existed between price and value. As shareholders, we find this encouraging and rewarding for two important reasons - one that is obvious, and one that is subtle. The obvious point involves basic arithmetic: major repurchases at prices well below per-share intrinsic business value immediately increase, in a highly significant way, that value. When companies purchase their own stock, they often find it easy to get $2 of present value for $1. Corporate acquisition programs almost never do as well and, in a discouragingly large number of cases, fail to get anything close to $1 of value for each $1 expended.

The other benefit of repurchases is less subject to precise measurement but can be fully as important over time. By making repurchases when a company’s market value is well below its business value, management clearly demonstrates that it is given to actions that enhance the wealth of shareholders, rather than to actions that expand management’s domain but that do nothing for (or even harm) shareholders. Seeing this, shareholders and potential shareholders increase their estimates of future returns from the business. This upward revision, in turn, produces market prices more in line with intrinsic business value. These prices are entirely rational. Investors should pay more for a business that is lodged in the hands of a manager with demonstrated pro-shareholder leanings than for one in the hands of a self-interested manager marching to a different drummer.

The key word is “demonstrated”. A manager who consistently turns his back on repurchases, when these clearly are in the interests of owners, reveals more than he knows of his motivations. No matter how often or how eloquently he mouths some public relations-inspired phrase such as “maximizing shareholder wealth” (this season’s favorite), the market correctly discounts assets lodged with him. His heart is not listening to his mouth - and, after a while, neither will the market...."

Like said, share buyback is a universally employed method by good corporate governance board. Nothing new unless they choose not to.

Posted by TheContrarian > 2019-05-08 16:58 | Report Abuse

k3nthiew, go read the proposed SCR offer letter from Melewar dated 27 Feb 2019, note 2. What does it say about dividend?

Posted by markus > 2019-05-08 19:02 | Report Abuse

The propose SCR will cost the company about RM184.5 million. If the Board propose a capital repayment to ALL shareholders with the SAME amount, each share will get RM0.675 and after the capital repayment the remaining NAV per shares is still RM1.265 A cash distribution WITHOUT cancelling minority shares makes more sense and will be in the best interest of the company (all shareholders.)

Since the Board of Directors recommend and willing to let the controlling shareholder Melewar to use RM184.5 million from our own Company’s cash to kick the minority out, why not use the same amount (RM0.675 per share) to distribute to all shareholders (whether as dividend, special dividend, cash repayment or combination) and everyone remains as shareholders

I have communicated my view and proposal in private to the Independent Board of Directors (official letter by post and email sent on 1 April 2019) but they ignored and totally disregard my view as minority shareholder. They are very arrogant.

During the general meeting on 29 May 2019, we will seek a special resolution to make a binding recommendation on the directors of these recommendation (RM0.675 cash repayment) because it is in the BEST interest of the company. Do you agree?

The recommendations given by the Independent Directors in the Circular has shown they are spineless and shameless even though the price offered is grossly unfair and at minority shareholders disadvantage.

Posted by TheContrarian > 2019-05-08 20:54 | Report Abuse

If you can gather shareholders who collectively own at least 2% or 2.5% (can't remember the exact percentage) of the total shares, you can propose a resolution (such as a special dividend for 67.5 sen) to be put forth for voting in a General Meeting but you must give sufficient notice in writing to the Company. It's s bit too late now.

Posted by linda77 > 2019-05-09 10:43 | Report Abuse

No matter what you have written or what you have said, EGM on 29 May have to carry on.

You have 3 choices:
1) Vote Yes
2) Vote Against
3) Done Vote

For those asking more than 1.10, you need to vote against.

What is your plan then??

Those who wish to vote against please go and do your part if you want the EGM to fail.

Posted by linda77 > 2019-05-09 10:59 | Report Abuse

I HAVE A FRIEND, WHO WANT TO VOTE 'YES' FOR THE SCR, SO HE BOUGHT MAA IN MANY ACCOUNTS (AROUND 10-15) IN SMALL LOTS.

HE WILL HAVE MORE PROXYS.

SO WHAT ARE YOU GOING TO DO?

Posted by linda77 > 2019-05-09 11:37 | Report Abuse

BALVINDER SINGH,

YOU HAVE 1.7 MILLION SHARES, YOU HAVE ONLY ONE VOTE.

YOU ARE ASKING MORE THAN 1.10, YOU NEED TO TRANSFER YOUR SHARES TO MORE PROXYS, DO YOU WISH TO DO THAT?

TALK, TALK, TALK, NO ACTION, DUN'T WASTE YOUR TIME.

Posted by taitaumau > 2019-05-09 12:02 | Report Abuse

A mere 3-phone calls will earn u a vote.
Call 1
- ask X investment Bank to buy in 1 small lot (on or before 21/5/19)
Call 2
- request Chairman named as proxy to cast crossed vote, soonest
Call 3
- sell the small lot before EGM date (29/5/19)

No signing is involved.

Total expected cost < RM 50.00

Posted by linda77 > 2019-05-09 12:04 | Report Abuse

MARKUS & JAMES OOI,

YOU HOLD MORE THAN 1 MILLION SHARES.

ASKING FOR MORE, PLS GET MORE PROXY NAME OR TRANSFER YOUR SHARES TO YOUR FAMILY.

Posted by apolloang > 2019-05-09 12:08 | Report Abuse

newcomers coming so delist old counters ar? lousy bursa swindle the retailers then replace them with new counters

Posted by linda77 > 2019-05-09 12:22 | Report Abuse

TAITAUMAU,

PLS DUNT CON THE SHAREHOLDERS.

IF YOU REQUEST CHAIRMAN AS A PROXY, U WILL LOSE STRAIGHT.
HE WILL VOTE YES.

PLS DUN'T FOLLOW TAITAUMAU COMMENT!

Posted by markus > 2019-05-09 12:33 | Report Abuse

Please do not confuse the reader here. The vote is not by show of hands. It is by poll vote.

It is clearly stated in the RULES ON TAKE-OVERS, MERGERS & ACQUISITIONS by Securities Commission

Full copy can be downloaded here : https://www.sc.com.my/regulation/guidelines/take-overs-codehttps://www.sc.com.my/regulation/guidelines/take-overs-code

The exact link for that paragraph is stated here in 2(f)
https://www.sc.com.my/api/documentms/download.ashx?id=af84be15-b5ac-4c64-8ffb-087d9c84d427

There is nothing to be concern or contradictory about. It's the VALUE (of your shareholdings that matters). It is NOT the numbers of shareholders that count. It is also stated in the offer document and circular too. You may delete your previous post :)

The Special Resolution to be tabled at the EGM in respect of the Proposed SCR is required to be passed by at least a majority in number of the disinterested shareholders of MAAG and 75% in value to the votes attached to the disinterested MAAG Shares that are cast either in person or by proxy at the EGM. Further, the Special Resolution must not be voted against by more than 10% (i.e. 16,774,067 shares in terms of value) of the votes attaching to the disinterested shares of the total voting shares of the Company (i.e. 167,740,668 shares in terms of value)

Posted by theong > 2019-05-09 12:50 | Report Abuse

I don't know why got people want to scare minority shareholders . It our money if we want to vote against or yes it up to individual right.We are adults here.We know what we want.

Posted by taitaumau > 2019-05-09 12:58 | Report Abuse

My understanding,
"at least a majority in number of the disinterested shareholders of MAAG "
- more than 50% votes (present or by proxy) in number

Posted by taitaumau > 2019-05-09 13:00 | Report Abuse

Linda77, i mean pre-crossed or marked vote for chairman

Posted by taitaumau > 2019-05-09 13:01 | Report Abuse

TAKE NOTES

- Proxy instrument TO BE SENT to Company Secretary, not Share Registrar

- Share Registrar and Secretary Office are HOUSED under 1 same roof at Suite 11.05, 11th floor

NOT THE SAME CASE AS SPB-SCR

Posted by markus > 2019-05-09 13:57 | Report Abuse

Like i said, there is nothing confusing or any ambiguity in this section of the law (as attached in the previous link from Securities Commission website). The law has changed in recent years. The 50% is an old law; pre-Hong Leong EON Cap saga.

It is also stated in the Circular (page 13 paragraph 8). please take time to read the Circular.

CONDITIONS TO THE PROPOSED SCR

The Proposed SCR is subject to and conditional upon the following approvals being obtained: (i) the Non-Interested Shareholders, via a Special Resolution, at our Company’s forthcoming EGM. The Special Resolution:
(a) must be approved by at least a majority in number of the Non-Interested Shareholders (#1 condition)
AND 75% in value to the votes attached to the MAAG Shares held by the Non-Interested Shareholders that are cast either in person or by proxy at the EGM; (#2 condition)

AND
(b) must not be voted against by more than 10% in value to the votes attached to the MAAG Shares held by the Non-Interested Shareholders of the total voting shares of our Company; (#3 condition)



Let me give you more reassurance than I can already provide.

http://www.bursamalaysia.com/market/listed-companies/company-announcements/6145613
The Suiwah Berhad 's result of the poll , show the meaning of " in terms of value " if you still cant comprehend the meaning of " in terms of value "

It's your shareholdings (number of shares) that matters (for #2 & #3).

For the resolution to pass , it needs to meet all three conditions (#1 condition, #2 condition, #3 condition). If 2 conditions are met, it will NOT go through.

#3 condition is a VERY UNIQUE . The 10% objection rule is a “unique” minority shareholder protection device given by the law.

All minority shareholders must exercise your voting right. Just remember how we change the government in last year 9 May 2018 General Election.

We will use the shareholders General Meeting on 29 May 2019 to send out strong message to the Board of Directors. Let's thwart this UNFAIR transaction and vote AGAINST it. They failed to protect us (minority shareholders) when we paid them substantial salary to safeguard our interest.

See you on 29 May 2019.

Posted by linda77 > 2019-05-09 16:24 | Report Abuse

For easy understanding,

a) one of the condition to get SCR approval is must be approved by more than 50% minority shareholders present/proxy.

b) If you want to reject the SCR, you must get more than 50% minority shareholders present/proxy to vote "against".

The above method is the easy way to get approval/reject the SCR.

Posted by TheContrarian > 2019-05-09 16:45 | Report Abuse

Or collectively holders of 16.7 million shares to vote against for the SCR to fail.

Posted by apolloang > 2019-05-09 16:53 | Report Abuse

257 millions voted for,16.7 voted against how? hehe

Posted by TheContrarian > 2019-05-09 17:01 | Report Abuse

apolloang, don't be stupid lah. Only minority shareholders can vote. The Offerors cannot vote.

Posted by apolloang > 2019-05-09 17:05 | Report Abuse

why majority SCR counters deal going thru? MAA special case?

Posted by apolloang > 2019-05-09 17:07 | Report Abuse

if deal cannot go thru will like cfm,impiana and prkcorp all down

Posted by linda77 > 2019-05-09 17:16 | Report Abuse

For those who are asking for more than 1.10, pls go n do your part to make sure the EGM fail.

You need to
1) vote 'against' d EGM.
2) transfer/buy more shares to different a/c or your family a/c so that you can have more vote/proxy.
3) you never appoint chairman as your proxy.

You need to bring extra 300/400 people/proxy to the EGM.

Posted by linda77 > 2019-05-09 17:17 | Report Abuse

REMEMBER NEVER NEVER APPONIT CHAIRMAN AS YOUR PROXY

Posted by linda77 > 2019-05-09 17:34 | Report Abuse

I HAVE 6 PROXYS UNDER ME..HAHA

Posted by jamesooi > 2019-05-09 17:38 | Report Abuse

MAA GROUP BERHAD (“MAAG” OR “COMPANY”)
PROPOSED VARIATION TO THE UTILISATION OF PROCEEDS FROM THE DISPOSAL OF MAA TAKAFUL BERHAD (“PROPOSAL”) - This announcement is dated 3 April 2018.

On point (g)
(g) The Company had utilised RM8.21 million for the payment of dividends for the FYE 2017. The Board intends to utilise approximately RM32.82 million for the payment of dividends to its shareholders for the FYE 2018 and FYE 2019 respectively.

i will vote against the SCR . i will wait for the company declare the dividend that the company promised on the above announcement is dated 3 April 2018.

Posted by theong > 2019-05-09 22:03 | Report Abuse

Jamesooi I and my 7 Proxy will also vote against.

Posted by TheContrarian > 2019-05-09 22:59 | Report Abuse

UOB Kay Hian Nominees (Asing) Sdn Bhd has 11,000 proxies.

Posted by markus > 2019-05-09 23:31 | Report Abuse

Exactly one year ago at this date, fellow Malaysians manage to vote out the government they believed that only serve their own interest and neglected their duty of care towards the people.

You as a shareholders can make that change too on 29 May 2019. Your VOTE is important. Vote AGAINST the Melewar buyout scheme and vote them out.

Posted by k3nthiew > 2019-05-10 10:45 | Report Abuse

To: Offeror

Increase your offer price, else you wont get our shares. U lose, bank lose...

Posted by k3nthiew > 2019-05-10 10:53 | Report Abuse

https://www.thestar.com.my/business/business-news/2013/03/14/mbf-holdings-major-shareholder-ups-takeover-for-shares-warrants/

A good successful example for minority shareholder...