Over the other side of YTL, they are waiting for HSR (High Speed Railway) from KL to Singapore bidding result. Over this side, we are waiting for the AGM/EGM to approve the acquire/takeover of UMW.
We refer to the announcements dated 24 August 2023 and 3 October 2023 in relation to the Proposals (“Announcements”). Unless otherwise defined, the definitions set out in the Announcements shall apply herein.
On behalf of Sime Darby, CIMB wishes to announce that the Securities Commission Malaysia had vide its letter dated 18 October 2023 approved the application dated 3 October 2023 in respect of waiver(s) and/or consent(s) for:
(i) the appointment of persons nominated by SDESB as directors of UMW; and
(ii) the resignation of the existing nominee directors of PNB from their directorships and/or offices in UMW,
The only good thing is Bursa Securities has approved the new list of directors. Other than that, the next good thing is today UMW unexpectedly closed at 4.82.
My understandings: **Forthcoming 17th AGM (16/11/23)** - seeks shareholders mandate for RECURRENT related party transactions (RPT) of a revenue or trading nature, under Para. 10.09 LR - to view the said RECURRENT RPT - refers Sec. 2.3 of the Circular to shareholders (18/10/23)
** Proposed acquisition of UMW shares ** - is deemed a RPT, under Para 10.08 LR - it is not regarded as a RECURRENT RPT - approval by non-interested shareholders in a EGM is required - besides, Aminvestment, the appointed independent adviser, will issue his comments & advise non-interested shareholders on their votings.
Quite disappointed that I was unable to capitalize on this takeover(having held a stake since 2020) as I SOLD too early, before the rise from 4 to 4.90. HOWEVER, my faith in Japanese takeover targets is paying off today as my biggest long position, in Teraoka Seisakusho, bought @ ¥499 in Dec '19 & averaged down @ ¥400 in Mar '21 & finally ¥311 in Mar '23, is subject to a BUYOUT offer @ ¥564 after the Tokyo close, 48% above my average cost & after already having received 8 dividends totalling over ¥10,000...
Got the Oldtown cheque for $3.50 per shr in mid-2018. Unfortunately it was only for 100 shares, bought to attend the AGMs in '15,'16 & '17. Today, a Japanese forumer in Yahoo Japan forums wrote(translated): " 31/10/23: The TOB price is 564 yen per share. I'm afraid of the financial results, so I haven't carried over. (Tears) My PC screen is cloudy with tears. 30/10/23: > It's not noticeable at all, but it's been at a high price since the beginning of the year! ! > Will you cum till 400? > > Financial results are announced today, so I'm afraid of carrying over. " I knew exactly how he feels because I felt the same when the UMW takeover was announced, though I only had less than 1,000 shares. Fortunately, I didn't repeat my mistake with Teraoka!
NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting (“EGM”) of Sime Darby Berhad (“Company”) will be conducted virtually through live streaming from the broadcast venue at Function Room, Ground Floor, Menara Sime Darby, Oasis Corporate Park, Jalan PJU 1A/2, Ara Damansara, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Thursday, 16 November 2023 at 12.30 p.m., or after the conclusion of the Seventeenth Annual General Meeting of the Company or at any adjournment thereof, whichever is later, for the purpose of considering and if thought fit, passing with or without any modification the following resolution:- ORDINARY RESOLUTION PROPOSED ACQUISITION BY SIME DARBY ENTERPRISE SDN BHD (“SDESB”), AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF SIME DARBY BERHAD (“SIME DARBY” OR “COMPANY”), OF 714,813,100 ORDINARY SHARES IN UMW HOLDINGS BERHAD (“UMW”) (“UMW SHARES”), REPRESENTING APPROXIMATELY 61.18% EQUITY INTEREST IN UMW FROM PERMODALAN NASIONAL BERHAD (“PNB”) AND AMANAHRAYA TRUSTEES BERHAD (“ART”) AS TRUSTEE FOR ITS UNIT TRUST FUNDS WHICH OWN UMW SHARES (COLLECTIVELY, THE “SELLERS”) FOR A TOTAL CASH CONSIDERATION OF RM3,574,065,500 (“PROPOSED ACQUISITION”) AND PROPOSED MANDATORY TAKE-OVER OFFER TO ACQUIRE ALL THE REMAINING UMW SHARES NOT ALREADY OWNED BY SDESB AND SIME DARBY SUBSEQUENT TO THE PROPOSED ACQUISITION (“PROPOSED MGO”) (THE PROPOSED ACQUISITION AND PROPOSED MGO ARE COLLECTIVELY REFERRED TO AS THE “PROPOSALS”).
16.11.2023 - AGM/EGM (Next 21 days) 7.12.2023 - Notice of MGO (Mandatory General Offer) 28.12.2023 - Letter of MGO sent to UMW shareholders 21.1.2024 or 28.1.2024 onwards (maximum 8 weeks) Sime Darby gets at least 90% acceptance.
Money of selling the UMW shares to Sime Darby credited into shareholders' account. (After 10 days of acceptance).
Many would like to do it a save and simple way. Just sell at RM4.85 and say bye bye to UMW. Last time Oldtown White Coffee offered RM1.18 but the highest it could go was RM1.08. Many said bye bye to Oldtown at that price. Waiting for MGO offer letter and cash into our bank accounts are worrying matters.
All the best to those still invested in UMW...unfortunately not me! However, I managed to SELL my Teraoka in Japan after 2 limit ups, at ¥3,000 OVER & above the takeover level of ¥564, the BIGGEST payday in 2023(& the biggest since Nov 18, '21 when another of my Japan picks, Sekonic, was taken over)! There's always a possibility they will increase the price on a takeover attempt, as happened for my Mintye(2019), OldTown(2018), Selangor Ppties(2017) & M'sia Packaging(2016)! 🤗
But look at its discrepancy between its ROE and share price. Would you consider that this is a catalyst for re-rating? https://i.postimg.cc/63XZ4JNK/UMW.png
not much story here ,RM5 is the maximum but mayb still have one more time dividen declare coming soon.anothe story going to begin in SIME ,sell healthcare asset lower down debts,AUTO sector bluechip to replace UMW in making bla bla bla
The merger of Sime Darby (SIME) and UMW (UMW) is a rare group marriage. Both are companies owned by Permodalan Nasional Bhd (PNB).
Among them, National Investment Corporation directly and indirectly holds 61.18% of UMW, which is the share Sime Darby wants to acquire; and this government-linked institution also directly and indirectly holds 42.84% of Sime Darby's shares.
Sime Darby proposed a cash acquisition of RM5 per share, which would cost approximately RM3.574 billion. It looks like money is transferred from the left pocket to the right pocket. There is no difference.
If this merger and acquisition is regarded as a large cash-out for PNB, once approved, PNB actually sold off the equity of a company and received a cash income of RM3.574 billion. At this time of economic instability, it will undoubtedly provide itself with a large amount of ammunition, which can serve as important equipment for offense and defense.
Not only that, UMW turned around and fell into the arms of Sime Darby. However, Sime Darby was controlled by National Investment Corporation, and the cash was withdrawn. The company's equity was still firmly controlled by itself (another subsidiary). This is killing-two-birds-with-one-stone plan is indeed a great one!
At the same time, Sime Darby can further propose a compulsory acquisition of UMW to increase its control. Whether the purchase price of RM5 from other retailers is fair or not is a matter of opinion. However, most retailers are reluctant to give up UMW. Because UMW's performance has been stable for a long time; and because its major shareholder, National Investment Corporation, is willing to receive dividends from UMW, UMW is generous in distributing dividends and its returns are higher than the average level. It is a high-quality stock that is loved by shareholders. share. At this Thursday's (16th November 2023) EGM, shareholders will decide whether the acquisition will go ahead. National Investment Corporation and related persons will not be allowed to participate in the voting as they are related parties. In addition, the Provident Fund Board, as the major shareholder of the two companies (holding 14.77% of Sime Darby and 10.05% of UMW respectively), was also prohibited from voting, which became an episode in the merger. Therefore, retailers will play a key role in this merger and acquisition.
I still remember that 6 years ago (2017) Sime Darby proposed to split the company from one time-honored brand to three, holding plantation, property and other businesses respectively. This company with "other businesses" is still used today as "Sime Darby", which is also the protagonist of the merger and acquisition of UMW.
UMW owns the Toyota brand distribution rights and also holds a 38% stake in Perodua. After acquiring UMW, it is a full of fantasy whether Sime Darby will want to further get involved in Perodua.
In any case, once shareholders approve the resolution of the EGM, it is expected that the Provident Fund Board (14.77%) and the Pension Board 83.8% (7.84%) will also accept subscriptions, and Sime Darby’s shareholding will increase to 83.8%, leaving the delisted 90%. It is only a few cents away. If retailers want to refuse to accept the acquisition, they are afraid that they are not capable enough to do so.
KUALA LUMPUR (Nov 16): Sime Darby Bhd has obtained shareholders’ approval to buy a 61.18% stake in UMW Holdings Bhd for RM3.57 billion cash from Permodalan Nasional Bhd (PNB), and make a mandatory general offer (MGO) to acquire the remaining 38.82% stake for RM2.27 billion or RM5 per share.
At Thursday's extraordinary general meeting, 1,159 shareholders with 1.78 billion shares voted in favour of the deal, while 100 shareholders with 5.56 million shares voted against, according to Sime Darby’s disclosure to Bursa Malaysia.
This means shareholders who participated in the voting represented 26% of Sime Darby’s total share capital of 6.82 billion shares.
On what conditions that it turns unconditional? Bplant turns unconditional by just LTAT sent a letter to Bplant. I thought after the approval of Sime Darby investors, it will turn unconditional straight away. There is no announcement made by Sime Darby that the acquisition of UMW turns unconditional.
Syndicates, yes. as they keep extending and extending the deadline, there must be some obstacle. on sime's side, all done. on umw's side, there's some problem we don't know.
extending one week by one week instead of a longer period, it's like when your boss is asking for your work and you keep telling him almost finish, almost finish
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....
ChloeTai
1,452 posts
Posted by ChloeTai > 2023-10-16 17:57 | Report Abuse
Everyday the annnoucements are massive purchase volume by Sime and EPF. Still nothing related to Bursa Securities.