Good for Goldis, increase stake in IGB at undemanding cost (offer price just RM 2.88 vs. IGB NTA 3.25), turning IGB from associate (30%) into subsidiary (at least 51%), enable Golids to consolidate future IGB profit into Golids financial result.
PETALING JAYA: Goldis Bhd has failed in its proposed takeover offer for IGB Corp Bhd, as it has only secured undertakings of 48.29% of shareholders, which is below the 50% mark required to make the offer unconditional.
Last month, Goldis had launched a takeover offer for IGB at RM2.88 per share on the condition it gets at least 50% acceptance.
The company had then said it already directly owned a 31.11% stake in IGB, while the persons acting in concert (PACs) with it collectively had 20.49%. Put together, it was anticipated that Goldis should be able to raise the group’s shareholding in IGB to 51.15%.
However, as at Aug 18, which was the last market day for acceptances of the proposed offer, the aggregate shareholding of the PACs was about 229.31 million IGB shares, or 17.18% of the company.
“Taking into account the direct shareholdings of Goldis of approximately 31.11% and the undertakings of the PACs to accept the proposed offer, the collective shareholdings of Goldis and the PACs are approximately 48.29%,” Goldis told Bursa Malaysia.
When Goldis first proposed the exercise on July 17, it said the rationale was to increase its direct stake in IGB to more than 50%.
Upon completion of the proposed offer, Goldis would be able to increase its consolidated net assets and net profit attributable to the company accordingly.
When the deal was first announced, analysts said that Goldis’ offer of RM2.88 cash per IGB share substantially undervalued the assets of the property development and investment company.
The consensus view was that minority shareholders were unlikely to accept the offer, given the low premium. Goldis’ offer represented a premium of only four sen, or 1.41%, over the pre-suspension price of IGB shares of RM2.84.
While one research house described the offer as “unfair and unreasonable”, another analyst said it was not a “serious offer”.
PublicInvest Research has estimated IGB’s assets to be worth at least RM8bil, or RM5.85 per share, and this too is made on a conservative valuation.
It said that Goldis’ offer valued IGB’s equity at RM3.84bil, which was only 48% of the estimated revalued net asset value of RM8bil of IGB.
The principal activities of IGB are investment holding and property development. Through its subsidiaries, IGB is involved in activities such as property development, property investment, malls and hotel operations.
Some 53% of IGB’s revenue contribution comes from property investment, while 32% comes from hotel operations and 10% from property development.
hello fellow goldis investors. I just done calculation on goldis investment that I bought in 2001 or 2002 at RM1.19, and the gain is about 400% include 2 times free right issue but exclude the dividend given as I did not keep track on them. pretty amazing..
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED CONDITIONAL TAKE-OVER OFFER BY GOLDIS BERHAD (“GOLDIS”) TO ACQUIRE ALL THE REMAINING ORDINARY SHARES OF RM0.50 EACH IN IGB CORPORATION BERHAD (“IGB CORP”) (EXCLUDING TREASURY SHARES) NOT ALREADY OWNED BY GOLDIS (“OFFER SHARES”) AT AN OFFER PRICE OF RM2.88 PER OFFER SHARE (“PROPOSED OFFER”)
PART B
INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF GOLDIS IN RELATION TO THE PROPOSED OFFER AND NOTICE OF EXTRAORDINARY GENERAL MEETING
TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS) GOLDIS BERHAD (“GOLDIS” OR THE “COMPANY”) DISCLOSURE OF DEALINGS IN ACCORDANCE WITH SECTION 33 OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 2010 (“CODE”)
GOLDIS BERHAD
Type Announcement Subject TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS) Description GOLDIS BERHAD (“GOLDIS” OR THE “COMPANY”)
DISCLOSURE OF DEALINGS IN ACCORDANCE WITH SECTION 33 OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 2010 (“CODE”)
We refer to the announcement dated 18 July 2014 on the proposed conditional take-over offer by Goldis to acquire the entire equity interest in IGB Corporation Berhad (“IGB Corp”) not already held by Goldis (excluding treasury shares) (“Proposed Offer”).
On behalf of Goldis, CIMB Investment Bank Berhad wishes to announce that the Company had received notification that Tan Chin Nam Sdn Bhd, a person acting in concert with Goldis in relation to the Proposed Offer, has dealt in the shares of IGB Corp, details of which are as follows: Date of transaction Name Nature of the Transaction No of IGB Corp Shares Transacted Average Transacted Price per IGB Corp Share RM Total Consideration
On behalf of the Board of Directors of Goldis (“Board”), CIMB Investment Bank Berhad (“CIMB”) wishes to announce that Goldis proposes to undertake the following:
(i) proposed renounceable rights issue of up to 460.0 million new redeemable convertible cumulative preference shares of RM0.01 each in Goldis (“RCPS”), convertible into ordinary shares of RM1.00 each in Goldis (“Goldis Shares”) (“Proposed Rights Issue”); (ii) proposed increase in the authorised share capital of Goldis from RM1,000,000,000 comprising 1,000,000,000 Goldis Shares to RM1,510,000,000 comprising 1,500,000,000 Goldis Shares and 1,000,000,000 RCPS (“Proposed Increase in Authorised Share Capital”); and (iii) proposed amendments to the Memorandum and Articles of Association of Goldis in respect of the issuance of RCPS pursuant to the Proposed Rights Issue and Proposed Increase in Authorised Share Capital (“Proposed Amendments”).
The Proposed Rights Issue, Proposed Increase in Authorised Share Capital and Proposed Amendments shall collectively be referred hereon as the “Proposals”.
Kindly refer to the attached document for the details of the Proposals.
Shareholders of Goldis Bhd have given the thumbs-up to its acquisition of all the shares it does not already own in IGB Corp for RM2.88/share. About 99.8% of the shareholders who attended the EGM on Tuesday voted in favour of the proposed acquisition of IGB. (Financial Daily)
We refer to the announcement dated 13 October 2014 and 7 November 2014 in relation to the Proposed Rights Issue, Proposed Increased in Authorised Share Capital and Proposed Amendments (“Announcement”). Unless otherwise stated, the definitions used herein shall have the same meanings as set out in the Announcement.
On behalf of Goldis, CIMB is pleased to announce that a listing application has been submitted to Bursa Malaysia Securities Berhad (“Bursa Securities”) on 10 November 2014 for the listing of and quotation for RCPS and the new Goldis Shares to be issued pursuant to the conversion of the RCPS on the Main Market of Bursa Securities.
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....
4elements
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Posted by 4elements > 2014-07-19 11:00 | Report Abuse
What kind of impact will the takeover have on Goldis share price? Can anybody share their thought.