Posted by FAIRnREASONABLE > 2016-10-15 10:30 | Report Abuse

To understand the fate of minority shareholders of a delisted company, let me share abstract of a news article just reported – “Goodwood Park Investors Get Exit Offer”. This happens in Singapore where the Company Act is rather similar to Malaysia’s.

The headline is “Khoo family offers to buy out remaining minority shareholders at $43 per share”.

Goodwod Park Hotel is an iconic hotel in Singapore with the Khoo family as majority shareholder. The founder – Khoo Teck Puat (deceased) – was also the founder of Maybank.

The Khoo family, directly and indirectly, now owns 99.67% of the company. The remaining 183 minority shareholders collectively own a mere 0.33% stake in Goodwood Park Hotel.

The offer price of $43 per share exceeds the company’s revalued net asset value of $42.81 per share, and is also much higher – at a 262.1% premium – than the net exit offer price of $11.88 per share in 2004, excluding a special dividend, at its delisting.

Posted by FAIRnREASONABLE > 2016-10-15 11:05 | Report Abuse

I still have faith in the fundamental laws and legal framework in our country, although execution and enforcement is a different matter. Our Company Act is rather comprehensive and offers a good degree of protection for the minority shareholders.

IronShirt's statement "most pjd's profit will be transfer to oskh" is certainly true and should rightly be so since OSKH will own perhaps around 97 to 98% of delisted PJD.

But proportionately, the remaining minority shareholders will receive their fair share of dividends.

Whether "oskh shareholders receive dividend" will depend on the dividend policy of OSKH.

Posted by FAIRnREASONABLE > 2016-10-15 12:14 | Report Abuse

As reported in the latest issue of The Edge Malaysia, PJD is putting up 3 hotels for sale for about RM200 millions.

This is positive news both in terms of generating more working capital and in changing strategy to hotel management instead of hotel asset ownership.

Another good news is that the value of the hotels is expected to be very much higher than the book value.

The Kuantan hotel property has a book value of RM49.7 million, but is now being offered in the range of RM90 million to RM120 million.

This new development is in line with RVI123’s sharing that the real value of PJD is very much higher than the RNAV stated in the Offeror’s documents.

Posted by RVI123 > 2016-10-15 20:27 | Report Abuse

My RNAV estimation of RM4.60 is not very far from the actual value.

Posted by RVI123 > 2016-10-15 20:48 | Report Abuse

Thanks FnR for the information on Goodwood Park.

It has also happened a few times in Malaysia where the major shareholder was unable to acquire 100% of the shares and the companies were delisted.

At least on 2 occasions, the delisted companies were in that situation and eventually the major shareholder offered very high price to the remaining shareholders and bought over their shareholdings.

1. Pantai Holdings Berhad
2. Saujana consolidated Berhad

Posted by RVI123 > 2016-10-15 20:53 | Report Abuse

On the Saujana Consolidated Berhad case, it has been commented by one of i3 user in this blog that he was paid three times the original offer price for his shares. The following is the comment from Pillay 15. You can trace back his comment.

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pillay15 : 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.

22/09/2016 18:19

Posted by FAIRnREASONABLE > 2016-10-16 21:40 | Report Abuse

The proposed sale of the hotels at about twice the book value as stated in the offer document implies that the minority shareholders have not been given a true picture of the real worth of PJD - the independent adviser MIDF did not do a proper job in reporting the real market value.

Posted by pillay15 > 2016-10-16 22:01 | Report Abuse

Absolutely fantastic comments by all of you. Thank you very much. All are commenting without fear or favour. You are right to say none of the business papers are commenting on this matter. Any way take note, I am not selling my PJ D shares as I believe the good people here have spoken the truth.My remiser called me to see and I told I him no.Regarding Saujana, I repeat what I said. They delisted but kept calling me to sell to them for RM1.00 per share. I said no. Four years later, they paid RM 3. 00 per share and on top giving me shares in another company!
Let the whole system be against us. You want the PJD shares, you come and get it. !

Posted by pillay15 > 2016-10-16 22:06 | Report Abuse

By the way, look at Hwang Dbs(HWDBS). They are supposed to take it private. Now they are saying they are having technical problems as they do not have the percentage. They cannot offer a higher price because they need to wait for six months.If they offer a higher price now to the non selling shareholders, then they must offer the same to all the previous sellers. The suggestion was to offer a dividend to the current shareholders! Possible of a repeat here at PJD?

Posted by RVI123 > 2016-10-16 22:42 | Report Abuse

FnR, you are right. MIDF's advise is misleading and wrong.

My previous comment.
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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.

Posted by RVI123 > 2016-10-16 22:47 | Report Abuse

MIDF should not use the word RNAV. It is wrong and misleading. RNAV is the net book value adjusted to the current market valuation of the properties owned by the company.

What MIDF gave was

Net Book Value Per Share Based On 2015 Audited Account And Adjusted To The Conversion Of Warrants Outstanding.

Posted by RVI123 > 2016-10-16 22:50 | Report Abuse

The properties of the company are still valued in the account at the historical cost when the properties were purchased.

Posted by RVI123 > 2016-10-16 22:59 | Report Abuse

pillay 15, thks for the valuable information on your experience in Saujana. It helps many in deciding to continue to keep the shares even though it will be delisted.

It is true that the company has to wait for another 6 months to raise a fresh offer.

Posted by 860000 > 2016-10-17 08:07 | Report Abuse

my dad hold some shares that has been delisted from Bursa... No people called him... No dividends or anything received in the past many years...

Posted by moneySIFU > 2016-10-17 09:17 | Report Abuse

Once delisted mean forever gone.... scary

Unless it is privatised for good like Maxis, or else really dead
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Posted by 860000 > Oct 17, 2016 08:07 AM | Report Abuse
my dad hold some shares that has been delisted from Bursa... No people called him... No dividends or anything received in the past many years...

Posted by RVI123 > 2016-10-17 10:05 | Report Abuse

We must know the difference between good company and bad company. If the company is delisted because of doing badly (near to bankrupt), then you may not get anything. There were many companies which had been delisted due to bad performance.

Having shares of a delisted public company (like PJ Dev) is like having shares in unlisted Sime Property. It is a subsidiary of a listed entity, Sime Darby. Sime Property is a strong company and it is a major profit contributor to Sime Darby. Sime Darby ensures that Sime Property is doing well and growing because Sime Darby's performance partly depends on the performance of Sime Property. Sime Darby also hope to get dividends from Sime Property like the minority shareholders.

Posted by RVI123 > 2016-10-17 10:16 | Report Abuse

Under the Company Act n the companies owned M&A, any "Berhad" even tough it is unlisted will have to inform all the shareholders to attend the AGM, EGM and about any other major events or transactions. You are still an owner by the company even tough small, so they hv to inform you. There are still auditors who will audit the accounts every year. Furthermore, PJDev a subsidiary of a listed company (OSK Holdings). The quality of the audit is as thorough as OSk Holdings. PJDev still have loans with the banks, the auditor also has to be responsible to the banks and make sure that nothing go wrong.

Posted by JJchan > 2016-10-17 11:23 | Report Abuse

Olh is a typical Old generation ChinaMan (extremely stingy) Will not slaughter Chicken and offer Chicken
head to say he will Repent---- Believe everything to be passed to Elder Son after his passing so OskH
will be his elder son and----pjd the lesser son

Posted by enid888 > 2016-10-17 12:16 | Report Abuse

@FnR : I also read the news on Goodwood Park today. True, the major shareholder offers $42.81 as compared to the initial offer at $11.88. On top of that, the major shareholders together with the minorities were given dividends many times.

Posted by JJchan > 2016-10-17 18:53 | Report Abuse

It is a rare occasion that the Q to buy Oskh hit 1M@ 1.53.....maybe some pjd players are stepping on
both ships--some may follow Ironshirt (5 trading days left on First Extension----I think got another
extension or so----olh very cunning )

Posted by RVI123 > 2016-10-18 00:51 | Report Abuse

There is for sure another extension as allowed by the Takeover Act.

I am not so worried about being a minority shareholder of PJDev after it is delisted. OLH may be a tough negotiator. However, as you can see, everything he do is following the Company Act and business laws. Even though it is unlisted, every related party transaction in future will be revalued by professional valuer. Nothing much to worry about.

He has offered a low price for PJDev but this is permissible by the laws. It is up to the minority shareholders to decide whether they want to accept the offer or not. If they think that the offer is unreasonable, they can reject the offer.

Posted by terrytsp > 2016-10-18 09:06 | Report Abuse

Surprisingly they collect even when it's 1.52. They might revise the offer again. We should start collecting too.

Posted by JJchan > 2016-10-18 09:50 | Report Abuse

Don't be silly---absolutely no people buying Except Olh (he tries to generate selling Volume) The Old
fox is manipulating the market

Posted by valuelurker > 2016-10-18 23:30 | Report Abuse

I see so many comments here but none making a real, concerted effort to protect their own interests'

Get in contact, an email, or set up a website, get REAL and PROPER legal corporate advice wrt takeovers/de-listing/, rights of minority shareholders etc.

Get the info out, factually, you never know there might be clueless shareholders who are still holding their mother shares/warrants. They will thank you.

Dont shoot in the dark. Dont second guess. Be proactive.

And above all, relish the fight.

After all, this is a story of David vs Goliath

Posted by RVI123 > 2016-10-19 23:54 | Report Abuse

FnR, Valuelurker,

OLH n OSK are following the Company Act, business laws n SC acts properly. He can make any offer he likes n that is his right. We as the minority shareholders have our own rights whether to accept the offer or not. As I thk that the offer price is unfair and unreasonable, we execute my right to reject the offer.

Posted by RVI123 > 2016-10-19 23:56 | Report Abuse

Did not know that there was a MSWG meeting on PJDev. Too bad.

Posted by RVI123 > 2016-10-20 09:25 | Report Abuse

I calculated based on the fact that OSK needs to acquire 90% of the shares outstanding and not already owned by OSK n PAC as at the announcement date (30/8/16). When I did the calculation, the figures from IAC was not out yet. Now, since IAC has already stated the actual percentages, that percentages are final and it is even harder for OSK to achieve that thresholds.

Posted by RVI123 > 2016-10-20 09:28 | Report Abuse

I think IAC based on the figures on 4/9/16 when OSK announcement delisting of PJDev.

Posted by RVI123 > 2016-10-20 15:54 | Report Abuse

The daily volume is low. The announcement by OSK shows that the quantity purchased from the open market and the offer acceptance are low after 11/10/16. Those who have decided to accept the offer might have already done so before 11/10/16. The remainings are those who have decided to stay on and continue to become minority shareholders unless a fair and reasonable new offer is announced.

Posted by steveooikp > 2016-10-20 16:55 | Report Abuse

I bot osk 1.53.
PJ dev at 1.50...
so osk 1.53 is worth.

Posted by RVI123 > 2016-10-23 22:26 | Report Abuse

Eventhough extended by 4 weeks, it is not easy for OSKH to achieve 99.12% and 97.85%. The remaining shareholders are seasoned investors who will not sell at unfair and unreasonable price.

Posted by Kong Ming > 2016-10-26 20:24 | Report Abuse

can see2 this one...hihihi

Posted by RVI123 > 2016-11-02 11:54 | Report Abuse

Just go through the few current ongoing takeovers and a major shareholding purchase that took place today, then we can see how unfair OSKH's offer is.

Counter / NBV / Offer Price /Premium
Maypak / RM0.49 / RM1.00 / 104%
CenBond / RM1.40 / RM1.75 / 25%
WCT Hldg / RM2.12 / RM2.50 / 17.9%
PJ Dev / RM2.32 / RM1.50 / -35.3%

Note :
WCT - a direct business transaction by Desmond Lim on 1/11/16.
The Net Book Value per share is based on the latest quarterly results as at 30/6/16.

Just look at it yourself, PJ Dev is the only one where the offer price is below the Net Asset / share. If PJDev offered price is to match WCT,OSKH should offer RM2.74 for each PJDev share. The Warrant should be offered at RM1.74 per share.

Posted by RVI123 > 2016-11-02 13:28 | Report Abuse

The Revalued Net Asset Value (RNAV) of PJDev is RM4.60. Pls don't accept at RM1.50. OSKH is trying to blackmail the minorities by delisting the counter. Many who are worried about the delisting have already sold off their holdings. The remainings are those who know the actual value of the counter and just simply unable to accept the diliculous price.

The offer price of RM1.50 is UNFAIR and UNREASONABLE.

Posted by bryankhor82 > 2016-11-14 12:38 | Report Abuse

will buy in more..

Posted by terrytsp > 2016-11-21 20:14 | Report Abuse

Based on today's announcement, what will happen to those shareholders after PJDEV got delisted on 29/11/16?

Posted by thumxj > 2016-11-23 10:08 | Report Abuse

FAIRnREASONABLE and RVI123, should it be if they acquired 90% of shares and warrants, they are good to go ahead with delisting?

Posted by Teh_Invest > 2016-11-30 00:44 | Report Abuse

FnR, means they did not achieve the 90%? Do you think they will re offer?

Posted by CAF-POW > 2016-12-05 16:51 | Report Abuse

Thanks, FAIRnREASONABLE ... I will be interested to use this as a case study for future reference. Do keep us updated how the actual scenario unfolds.

Posted by Teh_Invest > 2016-12-14 01:45 | Report Abuse

Is this the same case as HWANG? If they're to re-offer it will need 6 months?

Posted by terrytsp > 2017-02-08 14:30 | Report Abuse

Any update for those who are still holding the share?

Posted by Teh_Invest > 2017-02-21 13:39 | Report Abuse

Tomorrow is the last day. Anyone any update?

Posted by 860000 > 2017-02-25 18:10 | Report Abuse

last day for what? i just came here to have a look

Posted by 860000 > 2017-03-10 08:31 | Report Abuse

Noted. just keep on let us updated with the progress :D... would be interested to know how it goes

Posted by terrytsp > 2017-03-20 23:04 | Report Abuse

Will PJD still be giving dividend to existing shareholders?

Posted by RVI123 > 2017-04-06 00:26 | Report Abuse

PJDev is the biggest beneficiary of this project. OSKH is also benefited but in a diluted form. I thk the remaining shareholders will be the biggest winners of the whole project.

Posted by RVI123 > 2017-04-06 14:32 | Report Abuse

Like what we had anticipated, everything owned by PJDev will still remained with PJDev. 49% of Yarra Park City sold n 51% is still owned by PJDev. The proceeds from the sales will go to PJDev.

Posted by py197 > 2017-04-09 11:06 | Report Abuse

I have only 30k PJDEV-W, can anyone advise me what are my alternatives. Tq.

Posted by terrytsp > 2017-05-11 10:08 | Report Abuse

Anyone received dividend from PJDEV last month? =D

Posted by NoviceTrader > 2017-05-15 12:58 | Report Abuse

Yes