Posted by RVI123 > 2016-09-22 09:07 | Report Abuse

If u do nothing and the company is delisted, you are still a shareholder of the unlisted public company. Everything they do, they still hv to adhere to the laws i.e. Company's Act 1965 n other relevant acts.

Posted by enid888 > 2016-09-22 12:30 | Report Abuse

Nobody can simply transfer assets to OSK eventhough the company is unlisted. The sales of assets to a related company have to be substantiated by valuation reports and considerations (selling price) has to be paid to the seller apart from approval by the board of directors.

OLH is an experienced and tough deal maker. However, he only do things allowed within the framework of the laws.

Posted by acewin > 2016-09-22 15:37 | Report Abuse

what is the benefit of become shareholder of the unlisted public company? if it is unlisted, can i still sell my shares?

Posted by JJchan > 2016-09-22 16:43 | Report Abuse

selling volume will increase rapidly bcoz stockbroker House will force margin account holders
to sell ( shares cannot be traded anymore ) after deadline

Posted by pillay15 > 2016-09-22 18:19 | Report Abuse

Thank to RV1123 and enid888. Gives me hope to just keep the shares. It may turn out to be like Saujana.. Delisted but after a few years they gave 200% extra from the original offer price.

Posted by RVI123 > 2016-09-22 21:20 | Report Abuse

You are welcome, Pillay15.

Posted by RVI123 > 2016-09-25 00:49 | Report Abuse

@FAIRnREASONABLE, Thanks for the info.

I also think that a sensible director will not go against the law by transferring out assets. They will transfer with the proper procedures and to abide by the relevant laws n acts.

A wrong procedure or acts that are against the act may risk law suit from the shareholders n this will be very damaging.

Posted by Teh_Invest > 2016-09-26 18:31 | Report Abuse

If one is to hold a delisted company share, will one be able to sell it later or still receive dividends from it?

Posted by RVI123 > 2016-09-27 00:23 | Report Abuse

U hv to find your own buyer. Everything stays the same other than you can not trade through Bursa. When the company declare dividend and bonus issue, you will still receive your share.

Posted by RVI123 > 2016-09-27 00:41 | Report Abuse

I heard some old timer says that in the event the compulsory acquisition can not be achieved, the offerer may contact some shareholders directly to buy over their shares at a agreed price in order to meet the 90% threshold.

Posted by 860000 > 2016-09-28 07:55 | Report Abuse

to be frank... it is obvious that the announcement mentioned OSK bought more than 90% PJDEV shares.. I am not sure why you still say not yet 90%

Posted by Un Tong > 2016-09-28 14:44 | Report Abuse

90% of outstanding shares not owned by them, not 90% of total shares

Posted by 860000 > 2016-09-28 16:20 | Report Abuse

how to delist if owning 10% shares only?

Posted by FAIRnREASONABLE > 2016-10-04 09:35 | Report Abuse

After buying for one month from the open market plus acceptance of offer, OSK has now only acquired about 25% of the outstanding shares and about 43% of outstanding warrants (up to 28/9).

With only a week to go, I really don't think they can buy 90% outstanding(at the time of making the offer). If so, OSK cannot acquire compulsorily from those who refuse to sell at such an unfair offer. To me the offer is also very unreasonable.

OSK has to offer a better deal to buy out the hardcore who stay put. Look at the transactions now. People are buying higher now.

Posted by Teh_Invest > 2016-10-04 15:43 | Report Abuse

Thanks RVI123. As such, it is not that bad to stay put right?

You will still get your dividends, rather than selling off at such unreasonable offered price right?

And at the later point of time if the holder wanted to sell off the shares, do you know how and what's the procedures like?

Posted by FAIRnREASONABLE > 2016-10-04 20:41 | Report Abuse

There is an announcement today, with relevant extract as follow:

“Notwithstanding the above, we wish to inform you that as set out in the Offeror's Notice, you can also elect to exercise your rights under section 223 of the CMSA, to serve a notice to require the Offeror to acquire your PJ Development Shares and/ or Warrants, on the terms of the Offer or such other terms as may be agreed or as the High Court thinks fit to order, in an application made to it by you, after the First Closing Date or the Closing Date, if the Offer has been extended, as the case may be.

In this regard, if you wish to exercise your rights in accordance with subsection 223(1) of the CMSA after the Closing Date, you can serve the Offeror a notice to acquire your PJ Development Shares and/ or Warrants, whereby such acquisition shall be done on the same terms as the Offer (including at the same offer price of RM1.50 for each PJ Development Share and RM0.50 for each Warrant) as set out in the Offer Document. To give the Offeror notice, please complete, sign and return to the Offeror the form of notice enclosed with this letter ("Holder's Notice") which must reach the Offeror not later than 5.00 p.m. (Malaysian time) on Wednesday, 22 February 2017, which is not less than three (3) months from the First Closing Date or the Closing Date, if the Offer has been extended, as the case may be.

Information on the relevant procedures for transfer of PJ Development Shares and the Warrants and method of settlement are enclosed herewith and you may also refer to the Offer Document and subsequent notifications to holders of PJ Development in relation to the Offer for further details of the Offer.

You do not need to take any action should you wish to retain your PJ Development Shares and/ or Warrants. You should only give the Offeror the notice if you require the Offeror to acquire your PJ Development Shares and/ or Warrants in accordance with the terms above."

Posted by FAIRnREASONABLE > 2016-10-04 20:43 | Report Abuse

Note the announcement that one still can offer his shares or warrants to OSK for same terms before 22 Feb 2017.

without 100% take over, OSK is not in a position to do all things it wants freely as PJD still has to be accounted for as an individual business unit because we still have shares and entitlements notwithstanding the company being delisted. As I said earlier, OSK is not likely to have enough to force a compulsory acquisition at current offer prices.

I am not only holding on, but just bought some more warrants as some others are doing. I am prepared to hold on up to another 4 years before converting when the Melbourne project is expected to bring in much profits. OSK's current offer is 50% below fair value of warrants.

Posted by RVI123 > 2016-10-04 21:40 | Report Abuse

MIDF has taken an easy way out.

The gave the RNAV value of PJDev at RM2.09. They used the 2015 audited account Net Asset figure (Independent Advice Circular To Shareholders, Pg 29) to calculate the RNAV. This means that all the lands and properties are not calculated based on the present market values. The 2015 audited account used the purchase price as the valuations of the lands and properties which could had been bought as far as 1980s. The values of the properties have appreciated as high as 700%.

In computation of RNAV, the professional firm will usually revises the lands and properties to the present market values and use the present market values in the balance sheet so that the RNAV is true and fair. It gives the real net asset values per share.

To give you an example, an USJ double storey linked house was RM120,000.00 in 1980s. Today it worth about RM800,000.00. It is wrong to still use RM120,000.00 in the book. .

Posted by RVI123 > 2016-10-04 21:51 | Report Abuse

The Melbourne Southbank project's GDV is RM9bil. Assume an prudent 25% net profit margin, the net profit is RM2.25bil. Divide that to the enlarged shares including the warrants of 670million shares, the net earnings per share (EPS) is RM3.36 / share. Just from this project alone.

Posted by rubberneck3 > 2016-10-04 22:55 | Report Abuse

Hi there
I received an email that my holdings of pjdev-wc was sold without my consent. Is this legal?? As I'm abroad I hope to get advice before I call my trading company the next day

Posted by RVI123 > 2016-10-05 10:02 | Report Abuse

Is it an margin account? In fact, they hv to get your instruction and consent. They hv to discuss with you what you need to do if you do not want to sell.

Posted by bone > 2016-10-06 15:44 | Report Abuse

wow someone said want to hold for 4 years with PJDev, i am impressed haha

Posted by FAIRnREASONABLE > 2016-10-06 20:27 | Report Abuse

Hi Bone, I said I would be prepared to hold for another 4 years and that’s true. I have invested in PJD for almost 10 years, so another 4 years (if necessary) is not a big deal to me. I am willing to sell, but not at cut-throat price. I am not a trader.

After delisting, I see myself in business partnership with a bigger listed company as PJD will be something like a 98% subsidiary of OSK. Despite no longer listed, PJD will still need to go through proper financial audit as OSK is listed. I am not in business with unscrupulous individuals, but with financially sound listed company. OLH no longer holds direct stake in PJD and any improper actions by OSK-appointed directors will be held subjected to Bursa’s and SC’s rules & regulations.
As for JJChan, I am sorry to say that the comments are without good basis. OSK is the controlling shareholder in PJD, not OLH who has no more personal stake. In a company, a shareholder can offer his share for sale openly to all other existing shareholders with the higher bidder winning. There is no law stating that the dominant shareholder can force others to sell to him at his specified price.

Calling for right issue to dilute the remaining shareholders doesn’t make sense. Take for example, if it is to be a one-for-one right issue, OSK has to come up with more than RM500 millions whereas all the rest of the minority shareholders will come up with less than RM20 millions. Does this exercise make sense with OSK? We are not dealing with a revengeful individual, but with a listed OSK.

You may like to check PJD announcement tomorrow to find that OSK did not manage to buy any warrants today, as all transactions were above OSK’s offer price. The purchases were made by others who see value beyond.

Anyway, investment methods depend very much on individuals. Those who want to quit may be better off to sell out in the open market at a better price and be able to receive cash within few days, instead of accepting the unfair offers.

Posted by FAIRnREASONABLE > 2016-10-06 22:26 | Report Abuse

Please note closing date of offer has been extended by 2 weeks because OSK has not been able to buy enough to force compulsory acquisition. Better to hold on for a possible upward revised offer eventually.

Posted by RVI123 > 2016-10-06 22:46 | Report Abuse

Extended by 2 weeks. It looks like there are many shareholders who reject the unfair offer and prepared to hold on to their shareholdings even though the counter will be delisted. When ppl are prepared to keep their shares with the fact that the counter will be delisted, it means that the offer price is way too low.

Posted by firehawk > 2016-10-07 10:19 | Report Abuse

OLH still remember many voted him out as chairman in the last AGM ... now he want to give them a good lesson, see who die ....

Posted by RVI123 > 2016-10-10 00:18 | Report Abuse

It is a tussle between OLH n minorities. OLH is using delisting as a weapon to force the minorities to sell cheap to him.

OLH and OSK badly need to own 100% so that they can restructure the company easily and fast without the interference and the process to notify the minorities, voting process and holding EGMs.

Many minorities under the threat of delisting have given up and lelong to OLH n OSK. Selling something worth RM4.60 at RM1.50. Decision is decided by you yourself. It is up to you whether to lelong to him or not. If you don't accept his offer, two things may happened.

1) Seeing that it is unable to achieve 98.9%, OSK may purchase from open market at prices higher than RM1.50 and later announce that they will increase the offer price. Whether he will do that or not will depend on how eager OSK wants to get 100% ownership. Alternatively, OSK may wait and make another offer to the minorities after the delisting. Timing will depend on the Take Over Act.

2) If OSK does not increase the offer price or make another offer after the delisting, then minorities will continue to become the shareholders of PJDev. The minorities will be notified to attend EGMs to vote for the restructuring. Generally, the restructuring will be done fairly because OSK as a listed company will still be governed by the laws and acts. Valuations will still be made by professional valuers to determine the land and property prices. Whether they will relist PJDev or not is unknown.

As of 5.00pm on 6/10/16 (Thursday), OSK has amassed slightly more than 94%. OSK needs at least 98.9%. You make your own decision.

I will continue to hold because I think my shareholding will worth much more than RM1.50 per share basis in one or two years time.

Posted by FAIRnREASONABLE > 2016-10-10 13:10 | Report Abuse

I agree with RVI123.
OSK needs 100% to restructure its property business.

For those who have held out for so long, it is a pity not to keep to the "last mile". For the faint-hearted, you may still want to keep some if you decided to sell. At least you can follow through as someone still in.

My understanding is that the 90% rule applies separately to shares and warrants. The Offeror must gain 90% acceptance of outstanding shares to apply compulsory acquisition of shares. The Offeror must gain 90% acceptance of outstanding warrants to apply compulsory acquisition to warrants.

Posted by enid888 > 2016-10-10 14:35 | Report Abuse

FAIRnREASONABLE, you are right. Mother share n Warrants are considered separately. Both also need to achieve 90%.

There is so little information in the main stream news. A lot of shareholders are in the dark. The Edge, Focus and major newspapers never write and comment about the take over offer although a lot of readers have interest to know. Why? I don't know. May be some interested parties have influenced them not to write.

Posted by VPie > 2016-10-10 15:51 | Report Abuse

Thanks for the info. Really useful for those minority s/h

Posted by enid888 > 2016-10-10 16:17 | Report Abuse

Since the offer dateline has been extended for 2 weeks, I suggest that you hold before making any decision. Probably, the offer price may be increased.

Posted by red_85 > 2016-10-10 16:46 | Report Abuse

sold all..switch to OSK and wait it bear fruit in OSK side

Posted by FAIRnREASONABLE > 2016-10-10 16:50 | Report Abuse

Yes, hold on.

There is nothing much to loose, but substantial gain is possible.
If you hold on and OSK succeeds in gaining 90% acceptance (of outstanding), you will still be paid RM1.50 for compulsory acquisition, with no broker fee to pay.

As enid888 mentioned, there is possibility of increase of offer price for those who persist.

To avoid conflict of interest in this forum, I declare that I am holding on, and also buying more as some others are doing.

Posted by RVI123 > 2016-10-11 00:04 | Report Abuse

I am not selling. For those who intend to sell, you can do that later since the dateline is 25/10/16. OSK may revise if they can not get 90% threshold. Hope that you can get a more reasonable price.

Posted by FAIRnREASONABLE > 2016-10-11 09:02 | Report Abuse

I waited years for PJD to bear fruits, but ...

The same can happen with OSK. When it bears fruits, can PJD saga replay? Yes, I think.

Posted by FAIRnREASONABLE > 2016-10-11 09:10 | Report Abuse

Nothing much to lose, but room to gain, if hold a bit longer.

Posted by RVI123 > 2016-10-11 21:36 | Report Abuse

As of 7/10/16 (Fri), OSK n OLH have amassed

94.31% of PJDev. They need 98.9% to trigger compulsory acquisition.

84.95% of PJDev-WC. They need 96.8% to trigger compulsory acquisition.

It is so far away from their target and unlikely for them to be successful. The main reason is due to the extremely unreasonable offer prices. It may also due to many shareholders bought their shareholdings at prices higher than RM1.50 during the run up at end of 2013 (as high as RM2.23). They are reluctant to lelong their shares.

The real value of PJDev is RM4.60, OSK n OLH must offer a more reasonable price for the minority shareholders to accept their general offer.

Posted by shafie > 2016-10-11 21:40 | Report Abuse

osk takeover

Posted by FAIRnREASONABLE > 2016-10-11 22:26 | Report Abuse

I agree with RVI123 that it does not seem likely that the current unfair and unreasonable offer is sufficient for OSK to gain sufficient acceptance to invoke compulsory acquisition. Check out today's and past few day's Bursa transactions on PJD and it is clear that many shares and warrants are now bought by non-OSK parties.

After delisting, remaining minorities should demand a complete revaluation of all assets so related-parties transactions should be based on fair value.

Remember the windfalls - a NEGATIVE GOODWILL of RM363 MILLIONS OSK booked in its 3Q report for financial year end 2015, after consolidating the last round acquisition (of PJD and OSKP)?

That negative goodwill is a gain occurring when the price paid for an acquisition is less than the fair value of its net tangible assets. Negative goodwill implies a bargain purchase. Negative goodwill may be listed as a separate line item on the acquiring company's balance sheet and may be considered income.

That negative goodwill used by OSK should sets the minimal benchmark for fair value to buy out dissenting shareholders.

Posted by RVI123 > 2016-10-11 22:37 | Report Abuse

FnR, the Atria Mall that worth more than RM500mil was booked at more than RM200mil in OSK Property account before the takeover. The negative goodwill consisted of the revaluation of the mall.

Posted by RVI123 > 2016-10-11 22:45 | Report Abuse

After today (the first offer dateline), those who do not accept the offer are those who have decided to reject the offer at RM1.50. They represent about 50% of the outstanding shareholders for both PJDev and PJDev-WC. That is very high percentage and it reflects the unfairness and unreasonableness of the offer prices.

Posted by FAIRnREASONABLE > 2016-10-12 17:59 | Report Abuse

Agree.
Yesterday (11 Oct) OSK managed to buy only 133,800 shares. Today even less - about 67,000 shares.
Zero warrants purchased successfully over the past few days.

Posted by enid888 > 2016-10-12 18:41 | Report Abuse

The ones who worried about the delisting have already sold by today. Those remained are prepared to grow with the company.

Posted by enid888 > 2016-10-12 18:45 | Report Abuse

The volume will remain low for the next 2 weeks.

Posted by VPie > 2016-10-13 10:23 | Report Abuse

This morning my trading co (from OSK) texted me.. Told me that only 2 options atm, 1) Accept the RM1.50 offer or 2) Sell it through open market.
Told them that I want to hold it, and they replied that after share is delist, I cant do anything with the shares.. wtf..

Posted by enid888 > 2016-10-13 17:29 | Report Abuse

VPie, there are using dirty tricks to influence and scare the shareholdings. They never tell you the truth that after delisting, you are still a shareholder of PJDev which is a major subsidiary of OSK Holding. PJDev will still be audited every year and the auditors will still ensure that OSKH including PJdev are reported according to Companies Act and relevant statutory acts of Bursa.

All the related party transactions and restructuring of PJDev will still have to comply to Companies Act and relevant statutory acts of Bursa.

Posted by enid888 > 2016-10-13 17:34 | Report Abuse

I assume that JJChan has already either accepted the offer or sold his shares in the open market. Nothing wrong, everyone has the right to do what he thinks fit.

Posted by FAIRnREASONABLE > 2016-10-13 18:52 | Report Abuse

I would add that OSK needs to declare dividends from PJD to pay OSK shareholders (me included). Other shareholders of delisted PJD will enjoy the same benefit of dividends.

Posted by FAIRnREASONABLE > 2016-10-13 19:00 | Report Abuse

Yes, after delisting, it is very difficult to sell off one's share holding, but not impossible. For those unable to hold a little longer, selling may be an option.

It is most likely that OSK may ultimately make offer to buy out the dissenting minority shareholders in order to achieve its objective of restructuring its property division. I am willing to sell at a reasonable and fair price.

I am fine with alternative option of long-term investment in PJD which is a subsidiary company of OSK.

Posted by IronShirt > 2016-10-14 12:04 | Report Abuse

receive same message as Vpie from TA--remiser ( sell don't keep), only olh buys after delisted
at what price? most pjd's profit will be transfer to oskh and oskh shareholders receive dividend..
I heard all Pjd staff will be grouped under OskH( reduce duplication of work)-----so what is left in Pjd after delisted