This article first appeared in The Edge Malaysia Weekly on January 8, 2024 - January 14, 2024
ROUGHLY 15 months after Kuchai Development Bhd (KDB) completed distributing its 26.51% stake in Sungei Bagan Rubber Company (M) Bhd (Sg Bagan) to shareholders, the company ended the year with an announcement of a bigger deal.
This time around, KDB is selling its assets and liabilities valued at RM275.47 million to its sister company Sg Bagan in return for shares. Again, KDB will distribute Sg Bagan shares to its shareholders. For every 1,000 KDB shares, shareholders will be entitled to 222 Sg Bagan shares under the proposal.
The controlling shareholder Kluang Rubber Company (M) Bhd will get the lion’s share of the block of Sg Bagan shares being distributed.
Kluang Rubber holds a 42.21% stake in KDB and a 43.5% stake in Sg Bagan. It is, in turn, controlled by low-profile Singaporean businessman Lee Thor Seng and his sons — Justin Lee Chung-Shih and Colin Lee Yung-Shih — via their family vehicle The Nyalas Rubber Estates Ltd. Justin is the executive deputy chairman of KDB and Sg Bagan.
It is worth noting that the divestment consideration of RM275.47 million was RM120 million more than its market cap of RM154.68 million prior to the announcement.
The divestment, which unlocks the asset value of KDB, gave a strong boost to the share prices of the three companies, lifiting them to all-time peaks on the first trading day of 2024.
The move is seen by market observers as the nonagenarian Thor Seng’s attempts to further streamline his interest in the Bursa Malaysia-listed companies, apart from unlocking asset values. This has left many wondering about his next move with KDB, which will soon be a cash-rich listed shell company.
“Would he privatise Sg Bagan since most of the assets will be parked there?” muses a market observer.
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE (I) PROPOSED ACQUISITION OF SUBSTANTIALLY ALL OF THE ASSETS AND LIABILITIES OF KUCHAI DEVELOPMENT BERHAD ("KDB") FOR A TOTAL CONSIDERATION OF UP TO RM275.47 MILLION, WHICH WILL BE SATISFIED THROUGH THE ALLOTMENT AND ISSUANCE OF UP TO 27,519,500 NEW ORDINARY SHARES IN SUNGEI BAGAN RUBBER COMPANY (MALAYA) BERHAD ("SG BAGAN") ("SHARES") ("CONSIDERATION SHARES") AT AN ISSUE PRICE OF RM10.01 PER CONSIDERATION SHARE ("PROPOSED ACQUISITION"); (II) PROPOSED EXEMPTION UNDER SUBPARAGRAPH 4.08(1)(A) OF THE RULES ON TAKE-OVERS, MERGERS AND COMPULSORY ACQUISITIONS ("RULES") TO KDB AND PERSONS ACTING IN CONCERT ("PACs") WITH IT FROM THE OBLIGATION TO UNDERTAKE A MANDATORY OFFER ("MO") FOR ALL THE REMAINING SHARES NOT ALREADY HELD BY THEM UPON COMPLETION OF THE PROPOSED ACQUISITION ("PROPOSED KDB EXEMPTION"); AND (III) PROPOSED EXEMPTION UNDER SUBPARAGRAPH 4.08(1)(A) OF THE RULES TO KLUANG RUBBER COMPANY (MALAYA) BERHAD ("KRCB") AND PACs WITH IT FROM THE OBLIGATION TO UNDERTAKE A MO FOR ALL THE REMAINING SHARES NOT ALREADY HELD BY THEM UPON COMPLETION OF THE PROPOSED DISTRIBUTION BY KDB OF ALL OF THE CONSIDERATION SHARES TO THE ENTITLED SHAREHOLDERS OF KDB WHOSE NAMES APPEAR IN THE RECORD OF DEPOSITORS OF KDB ON A DATE TO BE DETERMINED LATER BY WAY OF DIVIDEND-IN-SPECIE AND CAPITAL REDUCTION AND REPAYMENT ("PROPOSED KRCB EXEMPTION")
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE FOLLOWING: (I) PROPOSED DISPOSAL OF SUBSTANTIALLY ALL THE ASSETS AND LIABILITIES IN KUCHAI DEVELOPMENT BERHAD ("KDB") TO SUNGEI BAGAN RUBBER COMPANY (MALAYA) BERHAD ("SG BAGAN") TO BE SATISFIED ENTIRELY VIA THE ISSUANCE OF NEW ORDINARY SHARES IN SG BAGAN ("SG BAGAN SHARES") ("PROPOSED DISPOSAL"); AND (II) PROPOSED DISTRIBUTION OF SG BAGAN SHARES HELD BY KDB ARISING FROM THE PROPOSED DISPOSAL TO ITS ENTITLED SHAREHOLDERS BY WAY OF A PROPOSED CAPITAL REDUCTION AND REPAYMENT AND PROPOSED DIVIDEND-IN-SPECIE
Soon...$1.80, then $1.90...tgt is $2 at least, at which point, the return on capital is still 53%, far higher than the 29% just before the ex-date of the previous SBagan shr distribution!
Prediction fulfilled!!! Another bullseye!!!🎯🎯🎯 I can now terminate another $8,595.68 of margin loans on Kuchai if I so choose!🙆✌🍾 POOR CharlesT can go fly LOSERS' kite...🎃
YIPPeeeeeEEEEEE!!! Equal 2024 high( & 8 year high to boot!)!!! $2.00 by 8th May!!! Another bonus is that it looks like nobody else is here...the less participants( ie speculators), the higher it can rise!🤗
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....
TheContrarian
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Posted by TheContrarian > 2024-01-28 21:34 | Report Abuse
@speakup, yes, proposals can be revised. That would definitely be better for Kuchai minorities.