Posted by kahhoeng > 2017-03-31 18:19 | Report Abuse

The following has been emailed to MSWG and SC on March 27:

The followings are discussed during our conversation on Feb 24. Thank you for your time. Would appreciate if you could set up a forum for all concerned Puncak shareholders as soon as possible.

Best regards,

1. In Puncak Niaga’s second quarter report, the balance sheet is shown to have

Other investments 63,713
Cash & bank balances 280,358
Short-term investments 906,065
Total assets: 1,754,250

The 63.713 million investment is a L3 financial asset purchased during the second quarter that classified it as long-term asset. Had this L3 financial asset considered liquid, the cash & equivalent of Puncak Niaga would have crossed 70% threshold and be classified as PN 16 company ((63,713+280,358+906,065)/1754250)=71.26%. The issue is, what’s this other investments of 63.713 million so crucial to Puncak’s business development? Without doubt, if the significance of this investment can’t be explained, its nothing but an attempt to hide asset to avoid PN 16 classification.

Thus, we urge SC to investigate into this matter and classify Puncak as a PN 16 company regardless how Q3 and future financial reports are presented.

2. Misinformed Expensive Plantation Deal

Seller: Shin Yang Holding Sdn. Bhd. (shareholders include Tan Sri Datuk Ling Chiong Ho)
Acquisition price: RM 446,505,690.45 (Puncak Niaga’s stake of 60% is RM 267,903,414)
Date of announcement: Oct 17, 2016
Palm Oil price during the month: Should be about RM 2,600
Land (location): Murum District and Silat District, Sarawak (Lot 13-15, 18, 20-23, Murum District, Lot 1, Silat District).
Land (size): 43,139.5 hectares (planted: 9,766.9 hectares, unplanted: 33,372.6 hectares)
Palm age: Less than 18 months 7,258.10 hectares
More than 18 months 2,508.80 hectares

A recent transaction deal announced on Bursa: Sarawak Oil Palm Berhad

Seller: Shin Yang Oil Palm (Sarawak) Sdn. Bhd. (Shareholders include Tan Sri Datuk Ling Chiong Ho)
Acquisition price: RM 873,005,875.00
Date of announcement: July 04, 2016
Palm Oil price during the month: Should be about RM 2,300
Land (location): Between Batang Belaga and Sungai Murum, Belaga District, Kapit Division, Sarawak. (Lot 30-42 Murum Land District, Lot 40-64 Punan Land District)
Land (size): 47,000 hectares (planted: 23,798 hectares, unplanted: 6,772 hectares)
Palm age: Less than 4 years: 6,716 hectares
4 years – 10 years: 12, 388 hectares
11 – 16 years: 4,694 hectares

Puncak Niaga’s purchase is extremely expensive compared to what’s presented by Sarawak Oil Palm. Sarawak Oil Palm purchase prices its planted acreage at RM 34,224 per hectare while Puncak Niaga is paying RM 45,714 per hectare, a premium of 33.57%!

In addition, 52% of Sarawak Oil Palm purchase has trees between 4 – 10 years old while 74% of Puncak purchase has trees less than 18 months that the Board of Puncak considered as ‘matured’ trees that has clearly misled minority shareholders!

Finally, given trees planted are mostly less than 18 months, it is possible that the deal has been leaked to seller that has incentivized the seller to plant at a speed of at least 400 hectares per month (the planting speed of Sarawak Oil palm’s is 140 hectares per month for trees less than 4 years)!

3. Puncak Niaga is offering to purchase TRIPLC at RM 210 million while at the announcement date on Dec 16, 2016, TRIPLC has a market capitalization of RM 139 million at RM 2.03 per share. That’s a premium of 51%. What’s more, when the Head of Agreement was announced on April 18, 2016, TRIPLC was ONLY trading and closed at RM 1.41 per share with a market capitalization of RM 96,549,869. That’s a premium of 117% .
Since the conclusion of the Selangor water asset disposal and distribution of special dividend of RM 1.00 per share, the share price of Puncak Niaga has dropped to new low. As of Feb 24, Puncak Niaga’s closing price is 0.985 with a market capitalization of RM 442 million, less than 40% of its cash in hand. The phenomenon is not temporary, in fact, it’s on a declining trend from RM 1.70 per share right after the special dividend is distributed. We are urging SC to intervene to defend minority shareholders by requiring Puncak Niaga to offer minority shareholders an exit option at a minimum price of 2.68 per share (the cash position of Puncak Niaga at the 2016 Q3 financial report (63.713 million other investment, 913.735 million short term investments, and 229.990 million cash and bank balances divided by shares outstanding of 449,283,784) on the following grounds:

Posted by kahhoeng > 2017-03-31 18:19 | Report Abuse

1. Dubious purchase of level 3 financial asset to avoid PN 16 classification.

2. Expensive plantation and TRIPLC deals that clearly disregard minority shareholders interest (a clear case of Puncak Niaga suffering from principal agent problem.)

3. Given recent cases of majority shareholders offering a heavy discount to net asset citing unfavorable market condition, it is better to let minority shareholders an option to leave when the cash is in the company and the asset easier to evaluate. Please do not let us suffer financial losses after being humiliated by independent adviser trying to educate us the terminology ‘reasonable’ but ‘unfair’ or ‘unreasonable’ but ‘fair.’

Posted by kahhoeng > 2017-03-31 18:21 | Report Abuse

I have received acknowledgement of email from SC but yet to receive any call from them. Meanwhile, Mr. Wong of MSWG has replied as follow:

We are currently discussing with Bursa on the definition on the classification of the “Other Long Term Investments” in Puncak Niaga which lasted for only 2 quarters, hopefully we will get clarifications from Bursa over this matter before we decide the next move on the possible trigger of PN16 by Puncak Niaga.

Regards,
Wong Kin Wing, CFA (黄建融)
Manager
Corporate Monitoring Division
Minority Shareholder Watchdog Group (MSWG)
11th Floor, Bangunan KWSP
No. 3, Changkat Raja Chulan
Off Jalan Raja Chulan
50200 Kuala Lumpur
Tel : 03-2070 9090
Fax : 03-2070 9107

In return, I have emailed him with the following content:


Dear Mr. Wong,

Thank you for your reply. Your effort and work on Puncak Niaga is much appreciated. Given my initial email, may I know what's MSWG on the rest of the matters I have raised?

Thanks.

Posted by kahhoeng > 2017-03-31 18:23 | Report Abuse

If you are minority shareholder and would like to seek further clarification, kindly call MSWG or SC. Meanwhile, I will insist on my request and hope for support here, given this is the only platform that I can use to reach out to minorities. Thanks!

Posted by rogers123 > 2017-03-31 18:25 | Report Abuse

Good job kahheong

Posted by Ricky Tai Zhi Hao > 2017-03-31 18:45 | Report Abuse

What will happen if it is classified as PN16?

Posted by kahhoeng > 2017-03-31 20:03 | Report Abuse

http://www.klmanagement.com.my/blog/pn16-cash-criteron/http://www.klmanagement.com.my/blog/pn16-cash-criteron/


Practice Note No. 16/2005 or PN16 in short, is issued by Bursa to address Cash Companies, deciding whether to maintain the company’s listing status or proceed with de-listing exercises. During this period as a Cash Company, the listed company is obliged regularize its condition by:-
1.Submiting a proposal to regularize its condition; and
2.Upon approval from relevant authorities, the listed company must implement its proposal within the timeframe approved by the relevant authorities.

A Cash Company that fails to regularize its condition or its proposal is rejected by the authority, will face the situation where its shares and securities will be suspended and subsequent de-listing procedures will commence.

Posted by csengc61 > 2017-04-01 15:16 | Report Abuse

Suggest to Dr Yu Kuan Chon of YNH properties or Chua Ma Yu to come in as a strategic investor to shake up the whole board directors of puncak niaga!!

Posted by jen188 > 2017-04-03 15:10 | Report Abuse

Wah what happen. suddenyl large volume

Posted by cutie > 2017-04-03 15:53 | Report Abuse

water play ...Kps up , puncak will up and later it will be Salcon 's turn. History repeat itself.

Posted by r°Moi > 2017-04-04 08:43 | Report Abuse

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Feeling lucky..

r°Moi is lucky enough to get 50000 plus 20000 FOC warrant in EWINT IPO

Buta money...



Feel things are going to turn out fine here even with the most greedy ceo



HaHa... feel... feel lucky only


WTF... rosxli... dont miss out this bull market opportunity


For once go do something positive immediately

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Posted by kahhoeng > 2017-04-04 21:20 | Report Abuse

Pertaining to my email to MSWG, the followings are the reply:

As per your complaint, please find below our investigation and findings:

1. Puncak Niaga’s second quarter 2016 report
As mentioned previously, we are seeking clarification with Bursa Malaysia on the definition of “Other Long Term Investments”. We will revert back to you on this issue once we got the response from Bursa Malaysia.

2. Plantation deal
According to the analysis done by our plantation analyst, her finding was that the acquisition is for the entire issued and paid up capital of Danum Sinar S/B together with the land, estate office building, estate management and staff quarter, guests house, storage and other ancillary facilities relating to the oil palm business. The lands were priced at RM18,500 per acre for planted portion and RM3,500 per acre for unplanted portion. However, MSWG has no expertise to comment on the acquisition price because:-

(i) The acquisition is for the equity stake in the company, not any particular assets, e.g. estate land. As this is a private company, we would not be able to value the company without further research on the financial stand and the outlook of the company.
(ii) The price of any estate land and the biological assets are not just based on the acreage and the age of the crops. There are many other factors, such as location, geographical condition of the land, soil condition, etc, to be taken into consideration.

For a broad comparison with the recent acquisition by Sarawak Oil palm, the price paid by Puncak Niaga seemed to be on the high side as highlighted by the complainer. However, compare with the price offered by KLK for the proposed acquisition of a plantation company with operations in Kalimantan, the price seemed reasonable.

3. Puncak Niaga’s offer to purchase TRIPLC
According to our investigation, the realisable net asset value of TRIPLC should be RM360 million, which is at a deep discount to the offer price of RM210 million made by Puncak Niaga. Indeed, the deal is unfair to the shareholders of TRIPLC rather than to the shareholders of Puncak Niaga.

Regards,
Wong Kin Wing, CFA (黄建融)
Manager
Corporate Monitoring Division
Minority Shareholder Watchdog Group (MSWG)
11th Floor, Bangunan KWSP
No. 3, Changkat Raja Chulan
Off Jalan Raja Chulan
50200 Kuala Lumpur
Tel : 03-2070 9090
Fax : 03-2070 9107

Should you find the above insufficient, please contact Mr. Wong to seek further clarification. Thanks.

Posted by r°Moi > 2017-04-05 08:02 | Report Abuse

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DONT AGREE WITH MWSG


How about market price of TRIPLC?


All the money put in by Bursa to come up with the hardware software rules and regulations for a properly operating Bursa market to establish a fair market price... ended up with a totally irrelevant market price???




If NTA is the basis to go... PUNCAK should do shares swap instead of paying cash


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Posted by Jay > 2017-04-05 13:14 | Report Abuse

long time ago I already said the deal is good for puncak bad for triplc, clouded shareholders don't want to believe, now even MSWG agrees. anyone who does a bit of homework on concession biz and the land price would have known that.

Triplc price is low now because people don't know how long this deal is going to take to complete, just like why Puncak price is low because nobody knows when they will turn profitable

r°Moi is still in denial. if market is so efficient, then don't bother investing already. everything is reflected in the price where got upside

Posted by Jay > 2017-04-05 13:16 | Report Abuse

but kudos to kahhoeng. regardless whether it has changed your mind, but at lest you have the guts to share what MSWG actually mention although it contradicts your initial thinking

Posted by r°Moi > 2017-04-05 14:11 | Report Abuse

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Then... what the hell is.. price discovery... thru an open market?



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Posted by kahhoeng > 2017-04-05 14:25 | Report Abuse

Jay, I believe I have mentioned before I am no expert and can't decide on TRIPLC's value, but if the market is an indicator, TRIPLC is definitely NOT worth the money, despite how you run the math. In addition, I am only asking the board to table an option to minorities, to let go with at least an offer price of 2.50 per share. Rozali can laugh to the end after seeing those short-sighted minorities, including me, go while he is making tons and tons of money for all I care... What's more, I have emailed SC my concern over plantation deal, how the board had twisted the classification of L3 investment to avoid PN 15 classification, and how minorities have not benefited from any asset accumulation by the listed companies.

Posted by r°Moi > 2017-04-05 14:31 | Report Abuse

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Kahhoengs predicament is precisely... what MWSG says... NTA




Can claim NTA from Bursa or not?


Bursa misrepresentation!!!!!



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Posted by r°Moi > 2017-04-06 08:09 | Report Abuse

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Kahhoeng


Congratulations

Mr Wong says you have invested in a valuable company... PUNCAK

With NTA 3.00+... cash per share 2.50+

And... that you can get it at 1.00+.. is unfair to others who have not bought into PUNCAK


To celebrate

Go get some money from the bank... pledge some PUNCAK shares... ask the bank to peg the loan to NTA 3.00+...

Nevermind the market price

And... the if bank says are you dumb... you say Mr Wong says so... WTF

People ask to comment on offer price vis a vis market price... he says NTA.. WTF


r°Moi offer to sell all to Mr Wong at 30% discount to NTA... Mr Wong come on take up fast... dont miss.... WTF


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Posted by r°Moi > 2017-04-06 08:13 | Report Abuse

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Well.... Kahhoeng... maybe you request to sell to rosxli at 2.50 by cash refund will be successful


Ask Mr Wong to write to rosxli.... to tell him... PUNCAKs NTA 3.00+... cash per share 2.50+... at 2.50 it is good deal to rosxli

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Posted by r°Moi > 2017-04-06 08:15 | Report Abuse

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Nevermind the market price.... WTF

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Posted by r°Moi > 2017-04-06 08:19 | Report Abuse

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Some MWSG... no wonder so many rosxli...

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Posted by Jay > 2017-04-06 09:48 | Report Abuse

my reply to kahhoeng

the market is not always right but it's usually fair.

Triplc was undervalued back then because nobody really understood the university concession biz. all they see is the high gearing and they freaked out. plus it's a very small company with low liquidity so it's does not really appeal to most. but now more people understand that high gearing in concession biz is not all bad, it's just the nature of the biz. that's why now you see stocks like ekovest, WCE, ahmad zaki are all surging

after puncak started the negotiations (and maybe some have read my articles), people start to appreciate the company more until the highest it went up around 2.40. so if according to your theory that market is always the best indicator, then that shows the value

after the deal was announced, people sold on news as the deal like I said was not entirely favourable to Triplc plus the timeline seems longer than initially expected. price is low now most likely because of 1) deal execution risk and 2) opportunity cost (most don't want to invest in laggard stock in a bull market). so like I said, market may not be right but it is fair

in any disposals, it is meant to unlock value, just like disposing a plot of land, you will sell it at market value regardless of what your old book value is. similarly puncak cannot expect to buy Triplc at price, but should buy at value, if not what's the purpose of disposal?

puncak's price now is also fair because despite the so called high NTA and high cash, it is still bleeding losses and burning cash. lastly, I have stress it many times, the deal is good for puncak bad for triplc. it is the golden ticket for puncak to finally return to profitability and let market re-rate it. too bad many shareholders are still too blind to see it.

it's more realistic to bet that once puncak makes profit again after the acquisition, the price will move back up rather than hoping for an unrealistic cash windfall of RM2.50

Posted by kahhoeng > 2017-04-06 13:10 | Report Abuse

Jay, think you don't know what you are talking about... writing this on handphone, shall reply with further details when next to computer

Posted by r°Moi > 2017-04-06 13:35 | Report Abuse

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What the hell are you talking about... If market is fair... it follows then that market price must be fair... then PUNCAK should be just paying the fair market price for TRIPLC under the RPT... why then 3.04 when the market price which is fair is only 1.74??!!!


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Posted by 稻田·* 片片绿青~粒粒芳香 > 2017-04-06 13:48 | Report Abuse

I don't like fair market. In the fair market stupid ppl like me sure die second day

Posted by rogers123 > 2017-04-07 00:50 | Report Abuse

Triplc is undervalue because people don like RZL's company. He is brainless, didnt know to operate his business without concession business. He only know to get money out from company. His whole brain is thinking how to get money out from his company n not business

Posted by r°Moi > 2017-04-07 13:37 | Report Abuse

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Market is dynamic... so.. market price can change.. will change.. of course


But... THE market price... is always the fair price.. at... as at the very moment when it is quoted


You cannot tell the bank... you cannot margin call on my TRIPLC shares pledged to you now... when it is at 1.74... cause later it will be worth 3.04.. 9 months later if sneaky rosxli was alowed to do his sneaky RPT

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Posted by r°Moi > 2017-04-07 13:44 | Report Abuse

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So you cannot say.. TRIPLCs fair price is 3.04... when it is at 1.74 now..


If rosxli can... without resorting to sneaky RPT.... push the market price to 3.04..... then ok.. 3.04 will be taken as fair price

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Posted by kahhoeng > 2017-04-07 19:30 | Report Abuse

Jay, if your market efficient idea holds true, the Puncak price dropped and TRIPLC price upped (but price can't fully reflect the offer) after the TRIPLC deal is announced should suggest the deal is not good for Puncak. In addition, its either market thinks the TRIPLC is overvalued or the money received in the deal will not fully pass on to TRIPLC shareholders. Puncak has a cash and equivalent of more than 1 billion besides other hard assets over 400 millions but with a market capitalization of less than 450 millions. Yet, you believe the current Puncak share price is right because its bleeding with losses. With no core business, its as if the losses can be more than 1 billion? I suppose I would have believed more if you have suggested another possibility, the board of Puncak could possibly trying to benefit themselves at the cost of Puncak's balance sheet and minority shareholders. But then, given how Puncak's been managed, how would TRIPLC be different once its cash rich with nothing else but 310 millions?


Frankly, I don't know how to express my doubts on the functioning of Malaysia equity market. However, through interaction with SC, MSWG, and various other investors/traders in i3investor of late, I have found the following to be intriguing and paradoxical:

Market capitalization vs net asset vs net cash

Net asset is the accumulated wealth of a company through years of operation. Intriguingly, though, I have seen so many MGO, private placements and so forth at a level so much below net asset with experts citing not well perceived by the market (low market capitalization) and deemed the offer not fair but acceptable. This is as if the efforts put in to accumulate the wealth should be ignored and the asset reflected in the balance sheet is bogus. What's more, there's little effort seen from SC to address this, as if there is nothing else could be done. Paradoxically, simply citing the intention of NOT intervening how each corporation should micro-manage itself, SC has allowed the wealth accumulated be awarded to a certain group of people but not minority shareholders.

Hasn't SC realized the inaction is equivalent to denying minority shareholders rightful and equal ownership of the firm, encouraged further withdrawal of retail investors participation in the equity market for fear wealth be destructed overnight despite health balance sheets?

... too lazy to write and type

Posted by cutie > 2017-04-07 21:54 | Report Abuse

Might announce for right issue in the near future just like L&G. These days are so hard to predict. L&G have about 300 over million in cash and nobody expect them to announce for right issues for some land deals. Nowadays, aiiiiiiiiiii...susah to invest.

Posted by r°Moi > 2017-04-08 10:25 | Report Abuse

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Stupxd rosxli.... dont miss out on this bull market opportunity

Cancel that very stupxd TRIPLC RPT

And pay 1.54 per share special divvy

And you will have a 310m PUNCAK in place of 310m TRIPLC



And... you will get your cash thru special divvy and price appreciation immediately

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Posted by r°Moi > 2017-04-08 10:52 | Report Abuse

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Cancel that very stupxd TRIPLC RPT


Why have to transfer the land the concessions to PUNCAK from TRIPLC??

Now that TRIPLC has got even the financing ready

And post your crap the 310m is still stuck in the new TRIPLC without an activity

Also.. especially... this stupxd TRIPLC RPT piss off both companies minorities


If it is so good... really...... dont mess with TRIPLC.... it let be


Use the head a bit.... come up with new strategies... rosxli


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Posted by r°Moi > 2017-04-09 13:50 | Report Abuse

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D- CEO


Dont be a one trick pony lo... dont just know want to buy TRIPLC lo... must take advantage of this bull market lo... come up with some new strategy lo



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Posted by chonghai > 2017-04-10 18:40 | Report Abuse

Actually Puncak do not need the land from Triplc.
Getting Triplc to dispose the land to 3rd party and only buy the concession is a better deal for Puncak.

Posted by r°Moi > 2017-04-11 08:20 | Report Abuse

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D- CEO... WAKE UP lo !!


Submit your stupxd TRIPLC RPT..... and let it be voted by minorities


And.... get it over with quickly


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Posted by steveooikp > 2017-04-12 16:54 | Report Abuse

will be around rm 1 for quite sometimes........

Posted by voon1900 > 2017-04-16 12:35 | Report Abuse

next week war.sell all n watch with popcorn

Posted by pineapple123 > 2017-04-23 02:03 | Report Abuse

kahheong, need your futher ratification on PN16. What are you trying to achieve here with the war with PUNCAK Rozali?

Sorry, I am new with Puncak. Need your insights please. TQVM

Posted by kahhoeng > 2017-04-25 16:58 | Report Abuse

Pineapple123, please refer to my earlier posts on Puncak. I am not at war with Puncak Rozali, just seek a better treatment for minorities... Tired of keep posting the same stuff

Posted by pineapple123 > 2017-04-25 17:45 | Report Abuse

ok thank you kahheong. I will read it thru first.

tqvm

Posted by steveooikp > 2017-04-27 13:07 | Report Abuse

see!
RM 1 ....
every Q will lose money .... even with new business....

Posted by kahhoeng > 2017-04-27 15:05 | Report Abuse

steveooikp, if you are shareholder and worry about the situation, you can always call SC, attend AGM, MSWG, or any other measure to help. What you are doing now won't change a thing...

Sigh! Can only hope Rozali offering capital repayment option or SC intervene, otherwise, minorities will be squeezed harder and harder...

Posted by rogers123 > 2017-04-28 01:09 | Report Abuse

Make it easier, Big fish eats small fish. U cant blame anyone. But i can tell u one thing, be ready..... We r going to sing "I believe i can fly" soon.

Posted by rogers123 > 2017-04-30 13:02 | Report Abuse

Resolution: vote for Rozali's son 31 yrs

Posted by CUTLOSS > 2017-05-01 12:30 | Report Abuse

RM 300 million loss in 2017.
https://klse.i3investor.com/servlets/stk/fin/6807.jsp

Posted by inoutyy > 2017-05-02 10:14 | Report Abuse

loss???? 300 mil?????

Posted by babu > 2017-05-02 13:07 | Report Abuse

CUTLOSS : where got loss "RM 300 million loss in 2017" ? don't any how say

Posted by klout > 2017-05-03 21:43 | Report Abuse

Time to exercise your proxy vote. Voted NO to resolution to reappoint 2 directors & Rozali's son. Voted NO to allocated renumeration - no performance, no payment deal. Also voted NO for the company to issue additional shares - dilution of shareholding's value. Only voted Yes for 2 non director's role.

Posted by rogers123 > 2017-05-04 00:18 | Report Abuse

Plz support Rozali and Rozali's son so puncak can make loss further. Say "yes" to Rozali high renumeration and Rozali's son as a MB