since all retailers are part of the non interested parties shareholders, and if they don't show up, they still make up for the total of non interested parties shareholders right? if that the case, then don't show up means you don't vote against = considered as vote for
should be that simple right? most retailers don't bother to show up to cast their insignificant votes
only 1 reason if PNB insist to vote against this SRC, and that is they firmly believe this company worth way above RM2, not really a bad thing anyway? at least in the longer run?
if the delay is because PNB is in middle of disccusion price revise with SM, and they finally comes out with an agreed revised price, then hurray for all the retailers, definitely the best retailers can dream of for the time being
Even if PNB insists need higher price but SM does not agree..by right the BOD still need to go ahead for the EGM to let to the shareholders vote ..go for this step is not their problem if the deal can't vote through.
@ziyang8896 but there is no point given the fact that PNB alone is enough to vote down the SCR, what I don't understand is if the delay is really caused by disagreement of PNB, why SM didn't discuss with them prior the SCR announcement
hopefully this is not the case and the delay is actually caused by technical things that require time to be sorted out only
@sincerestock,of course I strongly believe SM must have talked to PNB to get consent before the SCR was launched. What I mean is in case or they really never talk to PNB or PNB suddenly asked for higher price.Of course those presumes look like rediculious..I still believe the delay is because of MCO for the documents
No reason for non interested / minority shareholders to vote against. If SCR fails price very likely fall below 2. unless some body else offer higher price, which is very very unlikely. Even now the price already much below 2. Value as I said earlier is very subjective and you can not buy or sell on value but on market price. Don't be surprised the offer and or his proxy are collecting MMC shares at current cheap price to make privatization cost to the offeror even cheaper to execute.
I thought no somebody else that can offer privatization on this company except SM himself who is the biggest shareholder who own 51% of the company shares under his name?
and the obvious reason for him to offer privatization is to relist the company ports seperately in the future, which will give much better total market capitalization
I never thought BOD to accept the offer is a problem. What I always think the main battle field is in EGM.But today and extension led the share price downward looks so scary.
There are already many companies were being privatized and more coming as there are many companies are currently undervalued by the market. Now is a good time to take companies private as the current rule is still favorable to those taking companies private. The offer only has to be reasonable and don't have to be fair to minority shareholders. Singapore has already changed the rule that the offer has both to be reasonable and fair. So before we change the rule in Malaysia, don't be surprise more companies being taken private.
1. majority in number of Entitled Shareholders (ES) 2. 75% in value of votes 3. cast against not more 10% of total voting shares
Example - Total shares hold by ES : 1,468,949,712 Assume, on EGM (virtual), total 1,000 ES registered to cast their votes. Total shares hold by these 1,000 ES is 1,000,000,000 (i.e. 1billion shares) Balance 468,949,712 shares not registered or holders or proxy did not attend EGM.
In order for SCR to be successful - 1. 501 out of total 1,000 ES voted FOR the SCR - Result : Majority 2. these 501 ES voted FOR SCR hold total 900,000,000 shares - Results : 90% 3. 499 ES casted AGAINST hold 100,000,000 shares : Results : less than 10% (i.e. 6.8% 100,000,000/1,468,949,712)
this is my understanding from reading the proposed SCR letter.
Lets reexamine some of the point on what led to the privatization of MMC and current predicament.
Why instead of Port business was supposed to be listed but suddenly didn't materialized. why did TSSM pivot to privatizing MMC instead? believe it was mentioned in an Edge article quoting running into issue with regulator listing the port due to multiple crossholding. Any other reason?
What's the urgency of listing port? debt restructuring? lowering of interest payment? they are paying RM457mil of interest in 2020 alone after all. Any other reason?
Why did SCR was chosen instead of a standard GO? Why an extension of time were given to MMC by the offeror? Did MMC request for it? Has the board deliberated over the offer? Assuming if this failed without going to shareholder's hands to vote, can the board member be held liable for failing their fiduciary duty?
@500bilis, for 10% against should be base on total non interested parties shares no matter you have registered or vote. But for vote for,it needs minimum 75% for the registered and vote in the EGM. If not , what about if in the EGM come with results 85%vote for but 15%vote against,then which one is priority?someone can give more clear explanation?
the vote needs at least 90 percent to pass through, but if you have 75 percent you can delist the counter and their also forced to vote for you since many people don't want to own stock in a delisted counter.For it to be a fair vote 75 percent of registered voters has to attend and make their opnion known on the takover offer.If 75 percent don't show up it is delayed.
@Kareemabduljabbar Board deliberation to issuing of circular (and notice of EGM)must be in 35 days.. then assuming MMC wanna do the EGM asap, the earliest is 21 days after the notice (21 days due to special resolution).. all in calender days not market days
@Kareemabduljabbar not that im assuming anything, of kos the preparation of the circular is ongoing.. what im saying is as per the rules of take over.. they have a specific time that must be followed.. even the current extension i believe is to cater to the preparation of the full submission documents.
The thing about scr, they can play with time, unlike GO where the T starts when the offeror serves the notice to the company.. Scr has that flexibility whereby the T only kicks in upon deliberation of the board..
and scr will eliminate the chances of being a private company with minority shareholders.. u can get rid of that upon receiving 90% acceptance, which there's a possibility of not achieving it
I am not saying that there will be price revise, I am just saying that there won't be any limit at this point without any price revise for the privatization
for limit up to happen, the revised price has to be rm2.30 or above
To be fair this fellow did not disclose the net debts of mmc loh!
mmc borrowing is..... rm 10b Less cash.............rm 2b Net borrowing.........rm 8b
Based syed mokhtar overall offer of rm 2.00 is equivalent to rm 6.1b.
basically he offer for mmc is rm 6.1b plus rm 8b borrowing = rm 14.1b loh!
MMC latest earnings per share 4 sen x 4 = 16 sen loh! SCR at Rm 2.00 means Pe 12.5x. MMC NTA is Rm 3.18 thus price book value is 0.62x loh!
I think the fair value for MMC is Pe 15x basing on eps thus the SCR price should be Rm 2.40 loh!
But considering the huge borrowing of MMC of more than Rm 10b & low profitability it has shown, it think Rm 2.00 should be acceptable mah!
Yes...privatise the owner...can make money but they are taken more risk mah....of course should make money....if not why privatise leh ?
Do not forget this loh...! Why when MMC is listed, why it cannot make monies leh ? This is a challenge for the owner mah!
Thus overall the SCR offer of Rm 2.00 is acceptable loh.....but raider will be very happy if syed mokhtar can offer Rm 2.40....just offer additional 20% more loh..!
Anyhow....take this monies from MMC & just switch it to INSAS much better mah!
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SincereStock
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Posted by SincereStock > 2021-07-27 17:04 | Report Abuse
imo, not casted votes should be considered as voting for the SRC to be fair, you only show up to vote against if you are against the privatization