Posted by stupid > 2019-05-18 21:14 | Report Abuse

Good luck reject..haha

Posted by dumbMoney > 2019-05-18 21:35 | Report Abuse

If your shares goes from $1.10 back to 60 sen, the offerors' loss is from $3.27 had the deal gone through, who will be the bigger loser here?

Posted by dumbMoney > 2019-05-18 21:44 | Report Abuse

If the proposal is rejected, the independent directors of the board should be made to bear the expenses incurred by the company for proposing such a lopsided deal to the members in the first place. In a general offer, the buyer bears most all the costs and must show evidence of having the financial resources to do the deal. In a SCR, the company pays most of it, including the cost of the purchase itself, so essentially a free ride at no risk or cost to the buyer.

Posted by balvin71 > 2019-05-18 22:13 | Report Abuse

Looks like offer at 1.10 goint to be rejected. Many of us have been here for a few years, what is a few more years to get a fairer offer.

All get together and vote down all proposals at the AGM. Do not let them buy back or.issue shares, they will use this to their advantage. All independent directors must be removed for accepting the proposal!

Posted by dumbMoney > 2019-05-18 22:28 | Report Abuse

balvin71, you are right. On a strict interpretation of the rules, major shareholders who are directors of the company should not even vote on the payment of directors' fees to themselves as this will be related parties transactions.

Posted by Gepoh83 > 2019-05-18 22:39 | Report Abuse

Is if SCR is rejected, Melewar cannot make another offer for next 12 months true ?

Posted by TheContrarian > 2019-05-18 22:48 | Report Abuse

Those who are eligible to vote at the EGM are those whose names appear in the Record of Depositors as at 23rd May, the last purchase would have to be made on Friday 17th May. Mr Balvin, you can sell off your shares when market reopens on Tuesday 21st May and yet vote against the SCR since you only deliver your shares to the buyer on Friday (T+2) as Wednesday 22nd May is a market holiday.

Posted by TheContrarian > 2019-05-18 22:50 | Report Abuse

Gepoh83, the 12 months restriction was reported in today's Star Business Section.

Posted by Gepoh83 > 2019-05-18 23:11 | Report Abuse

Thank you for the confirmation

Posted by Cipta > 2019-05-19 12:49 | Report Abuse

They can come back with VGO.
They can share buy back if price drop to 50 cents.

Posted by dumbMoney > 2019-05-19 13:53 | Report Abuse

Cipta, it is a no brainer for management to buy back own shares below cash backing per share, unless you want to buy it cheap yourself.

Posted by Cipta > 2019-05-19 14:28 | Report Abuse

Dumbmoney, You have answered those dumber worry share will drop to 50 cents if SCR failed.

Posted by dumbMoney > 2019-05-19 16:10 | Report Abuse

Cipta, put it this way. If management is prepared to buy you out at $1.10 but failed, why not buy the same share in the market at 50 cents and then make another offer one year later, with less shares to pay for, saving 60 cents per share along the way?

Posted by Gepoh83 > 2019-05-20 14:30 | Report Abuse

If they are delisted, who do I sell the shares to?

Posted by balvin71 > 2019-05-20 17:56 | Report Abuse

Vote against share buy back at AGM. Than they cannot increase their % shareholding using company funds.

Posted by balvin71 > 2019-05-20 17:58 | Report Abuse

Vote against issuing shares. So cannot sell shares to friendly party cheaply & indirectly increase their shareholding.

Posted by balvin71 > 2019-05-20 18:00 | Report Abuse

If share price drop, we buy like mad, make Melewar worried of hostile takeover. We need to stand together.

Posted by balvin71 > 2019-05-20 18:02 | Report Abuse

They should be more scared than us. They have much more at stake than us.

Posted by markus > 2019-05-20 23:31 | Report Abuse

MAA was classified as a PN17 due to inadequate business . Not because it’s in financial distress.
https://themalaysianreserve.com/2017/03/31/insurance-firm-maa-caught-in-between-regulations/
https://www.theedgemarkets.com/article/new-business-lift-pn17-status-end-2017-%E2%80%94-maa-group

“We have explained this to Bursa Malaysia and they understand. It is about finding a common ground to the issue” . (Quoted from Tunku Datuk Ya’acob on 20 June 2014)

Then Tunku Datuk Ya’acob now say “There is a risk that MAA will be delisted” (Quoted from The Edge Malaysia on 18 May 2019)

Now that the ex-CEO of MAA (Datuk Muhamad Umar Swift was CEO of MAA from 2008 until Feb 2019) is the current CEO of Bursa Malaysia . Don’t you think he will “find a common ground to the issue” because MAA is a very healthy company. No one will understands MAA more than Datuk Muhammad Umar Swift.

I am shocked that Tunku use this tactic so that he can to take the company private at the low-ball price of $1.10

That statement is misleading and unreliable in respect to the Proposed SCR .

Even if Bursa Malaysia de-list MAA, which I confidently know they won’t because Bursa Malaysia will put investors’ interests ahead of the interests of a powerful group. In common law, the Board of Directors possess the ultimate powers to make decision of the company subject to the duties of directors to act “in the best interest” of the company.

Depending on the type of dispute or issue, the directors must place higher priority on the interest of persons truly affected. For instance, in a case of a de-listing of the company, the Malaysia Court of Appeal held that since the shareholders were the most affected and not so much the company, the directors must act in the best interest of the shareholders (Pioneer Haven Sdn Bhd v Ho Hup Constructions Co Bhd & Anor and other appeals [2012] 3 MLJ 616).
(Page 216 Paragraph 230 & 231 )
Full judgment can be view here https://www.malikimtiaz.com.my/doc/pioneer.pdf

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. (Page 217 Paragraph 234 )

Even if in the case of de-listing (which highly unlikely in my opinion), then it is to the minority shareholders advantage to seek for cash distribution and liquidation. Well, I think I prefer this way to get a fair value determined by the court. The court may made an order for the company to be wound up as remedy of oppression against the members of the company. In "Rahya Trading Sdn Bhd v Tong Khin Company Sdn Bhd and another [2014] ", the oppression of a minority shareholder was proven due to the company’s insistence that the minority shareholder remains as a shareholder against his wishes even though the company was no longer involved in any business. As a result, the court granted the relevant protection.

In my opinion, the de-listing won’t happen. But even if it happens, the legal precedents are in the minority favour. I think it is just a tactic to scare investor to sell their shares.

Posted by dumbMoney > 2019-05-21 00:00 | Report Abuse

Marcus is right. If the company is to be delisted due to its inability to reinvest in another business, there is then no better reason than for shareholders to ask for liquidation of the delisted company, and it is no longer oppression of minorities, remember we are the majorities in terms of shareholdings, only minorities because we don't control the board. The AGM is the ultimate venue for corporate control, not the Board. Remember, this is time for shareholders activism to fight for your rights.

Posted by dumbMoney > 2019-05-21 00:06 | Report Abuse

If share price drops back to previous level after the failed SCR, Melewar cannot buy aggressively in the market being subject to the creep rule, but you all can. So they become sitting duck while sitting on all the cash, attracting vulture investors.

Posted by dumbMoney > 2019-05-21 02:32 | Report Abuse

This is the creep rule:
Triggering a Mandatory Offer (“MO”): creeping provision and netting off

As before, a MO shall apply where the acquirer has obtained control in a company or where the acquirer has triggered the creeping threshold. An offeror triggers the creeping threshold by acquiring more than 2% of the voting rights of a target in any period of six months where the offeror’s holding was more than 33% but less than 50% of the voting rights in the target.

Posted by dompeilee > 2019-05-21 09:04 | Report Abuse

Looks like the mkt already expects what I predicted from day One : greedy shareholders will scupper the capital reduction.

Posted by TheContrarian > 2019-05-21 09:21 | Report Abuse

SCR doomed. How low will MAA go?

Posted by k3nthiew > 2019-05-21 09:24 | Report Abuse

if Laxey funds make a counter offer at 1.50, i will vote FOR ;)

Posted by TheContrarian > 2019-05-21 09:31 | Report Abuse

Laxey funds no balls to make offer.

Posted by balvin71 > 2019-05-21 09:57 | Report Abuse

Counter at 1.15 also TY will shake. Remove him as chairman and his 2+ million yearly salary gone!!!

Posted by Filoose > 2019-05-21 14:44 | Report Abuse

In this relatively weak market, talk of Rejection is pushing the price downward. Looks like the greedy vultures have already accumulated up to the 1.00 and now losing, while small fries like me bought low and sit back to collect the 1.10. Thanks to the Rejectors, my returns on this investment looks to be quite low while they all lose their pants trying to get a better deal. Well done.

Posted by balvin71 > 2019-05-21 15:18 | Report Abuse

We only want what is fair. You should be screaming at TY and the BOD for making and accepting the low offer. I have no pity for those vultures who came in late in the game and expect to make a 10% return.

Posted by Cipta > 2019-05-21 15:20 | Report Abuse

when someone sell at 0.99, there is another one buy at 0.99

Posted by linda77 > 2019-05-21 18:55 | Report Abuse

balvin71, I know u have 1.7million shares and my group have only shortfall of 200k shares from you only.

Since u proposed to vote the chairman out, then we propose to vote you in as a chairman and you try to work out the SCR for RM2. Is it possible??

Those who want to vote against, how much offer price you are satisified to accept? 1.10, 1.20, 1.30 or ask balvin71 to pay RM2? The NEW CHAIRMAN...

Humans are greed when they look at the money.
As for me, if they counter offer later on 1.20, is reasonable to accept the offer.

Posted by k3nthiew > 2019-05-21 19:43 | Report Abuse

In the Star Bizweek Article, it was mentioned that “MAA, in email replies, tells Star BizWeek that under the Takeover Code issued by the Securities Commission, the offeror of the SCR is not allowed to revise the price”.



In the Edge Malaysia Article, it was mentioned that Tunku Dato' Yaacob Khyra had stated that ‘the offer price cannot be changed as the circular is already out’, and quoted him as saying that “there is no way to change it – Melewar can only make another offer in 12 months”.



In this regard, the Board wishes to clarify that the Rules do not impose any restriction on revisions to the Offer Price under the Proposed SCR. As such, the Joint Offerors may, at their discretion, propose a revised Offer Price, provided that all parties involved (including the Independent Adviser and the shareholders of the Company) are given sufficient time to consider the revised Offer Price prior to the EGM or any adjournment thereof.


Guys... Tats still chances for price increase

Posted by taitaumau > 2019-05-21 22:18 | Report Abuse

What is the timeline that constitutes "sufficient time" ?
if offer price under SCR is revised upwards
- whether it is fair to shareholders who have already disposed of their shares in the market?
- where is the integrity of the independent directors who have allowed the proposed SCR @ RM 1.1 per share, to be tabled at the EGM ?
- whether MAA shall engage another independent adviser to advise non-interested shareholders ?

Posted by TheContrarian > 2019-05-21 23:32 | Report Abuse

To revise the offer price, the Offerors have to request for an adjournment to the EGM. The SCR must not be put to vote on 29/5. After the new offer price is made, you need at least 21 days notice for a new date for the EGM. Supplement circulars would be despatched along with Independent Advisor's opinion and advice (which either remains the same i.e "not fair but reasonable" or revised).

Posted by balvin71 > 2019-05-21 23:37 | Report Abuse

Linda77, Linda77 stop being immature with your comments. I have my opinion, you have yours. I have a right to my opinion as you have yours. And I don't think 2.00 is a fair offer and I am not interested to be chairman. Never assume. At 1.30 I would be happy. We make a good return and the proposer walks away with a decent amount. A win-win situation. Not at 1.10. Are you some how related or a friendly party to.the proposer? You seem to get very defensive. Or is it your immaturity?

Posted by balvin71 > 2019-05-21 23:55 | Report Abuse

Linda77, or is it my comments of the vultures coming in late in the game got you upset? You were never active in this forum and only started commenting regularly after the SCR was announced. Did your group accumulate bulk of the shares, based on your advice, late in the game and now suffering losses that cause you to get emotional and upset? I am so sorry.

Posted by TheContrarian > 2019-05-22 14:46 | Report Abuse

Now that the SCR is doomed to fail, the Offerors are expected to revise upwards the offer price. The Offerors have so much to gain from the successful implementation of the SCR, so they are expected to work out a compromise.

Posted by Cipta > 2019-05-22 15:01 | Report Abuse

Since BOD accept RM1.10 SCR, the 30% worry if there is party offer VGO more than RM1.10 which BOD now have no reason to decline such offer and if it goes down to VGO EGM, 30% can not control the outcome...and if...

Posted by linda77 > 2019-05-22 15:33 | Report Abuse

balvin71, your earlier comment was to ask us to remove the chairman, and I'm giving my opinion to all to vote you as an incoming chairman.
It's just a proposer, if you are not interested, maybe I can propose Markus.

Relating to the friendly party, I dunt even know how TY look like, I'm not sure whether you look alike TY ?? I'm just one of the shareholders like you

Since the minority is holding 60%, I hope you all can VOTE AGAINST all the resolutions in the AGM & EGM.

Posted by balvin71 > 2019-05-22 18:19 | Report Abuse

Linda77, don't worry. No need recommend anyone to be Chairman. Based on my calculations, a fair value is RM1.27 per share. Hope we can get this, all will be happy.

Posted by candygirl > 2019-05-22 21:55 | Report Abuse

@balvin71 RM1.27 is still very low . At a minimum of RM1.40 would sound reasonable to most of us

Posted by balvin71 > 2019-05-22 22:33 | Report Abuse

Yes, RM1.27 is the lower end of my discounted cash flow analysis. If get higher, I will not complain. :)

Posted by Jeffreyteck > 2019-05-23 07:56 | Report Abuse

Both Yee Lee and Daiman also gave substantially low offer price, sleeping authorities did nothing but left minority to suffer the pain. This is our market, our own risk. Good luck.

Posted by candygirl > 2019-05-23 12:20 | Report Abuse

Cards are open. TY wants MAA but don't expect us to agree on such a low offer . Come on raise the SCR . I'm sure TY did his calculations cum profits AND we did ours too .

Posted by Cipta > 2019-05-23 14:14 | Report Abuse

This SCR has high possibility of failure. Worm can opened. TY is facing the risk of losing control if a third party launch hostile takeover. many of loyal shareholders will not committed to TY with the way they are treated now.

Posted by dumbMoney > 2019-05-23 15:55 | Report Abuse

Those who are scared the share price may collapse back to the previous levels if the SCR is rejected, here is the chance to get out without too big a loss from the $1.10 offer, which may not be forthcoming. The position and strength of the opposition is very clear.

Posted by jamesooi > 2019-05-23 17:37 | Report Abuse

I am not worry about MAA share price drop due to new investors bought above RM 1++, they will not sell low. I am sure SCR will not approve and my group will vote against SCR. Fear also created by Major Shareholders of delist the company and share price will drop to the previous level. I am long term investor and will sleep with the Management until full value is created, then i will sell.

Posted by Momoney > 2019-05-24 16:20 | Report Abuse

Word to the wise... The Depositors Register date has come and gone. Have just been informed by an analyst to be aware that this counter is under scrutiny from the relevant parties for possible manipulation from certain new investors... So, those of us who have sold after May 23rd should not go to the EGM and cast a NO vote even though our names may still appear on the Register. It may be construed as manipulating...

Posted by Cipta > 2019-05-24 17:31 | Report Abuse

Momoney.. This is called Unfair but Reasonable. Rules allow it.

Posted by Cipta > 2019-05-24 17:34 | Report Abuse

Momoney you can not ask one party to be in moral high ground while pretend another party do nothing wrong.