The following was posted on the Edgemalaysia.
- Minority shareholders unhappy with MBf
Business & Markets 2013
Written by Shalini Kumar of theedgemalaysia.com
Thursday, 14 March 2013 10:18
KUALA LUMPUR: Minority shareholders of MBf HOLDINGS BHD [] (MBfH) are hoping the authorities will delay the suspension of the company until a dividend payment — which they were looking forward to following the sale of the MBF cards business in September last year — has been paid out.
A minority shareholder said yesterday a group of them had sent a letter to Bursa Malaysia, the Minority Shareholder Watchdog Group and the Securities Commission appealing against the suspension of MBfH shares that will take place five days after the issuance of an independent advice circular (IAC) to shareholders — in relation to a takeover offer being done by major shareholder Tan Sri Dr Ninian Mogan Lourdenadin.
Lourdenadin, who now holds 92.77% of the company, launched a takeover on Feb 7, offering RM1.50 for the shares, 50 sen for the warrants and RM4.64 for the Redeemable convertible secured loan stock (RCSLs). When he launched the takeover, he had 87% of the shares.
On Feb 27 after his stake increased to more than 90%, the company said the stock would be suspended five days after the issuance of the IAC.
But the stock will continue to be listed as Lourdenadin cannot compulsorily buy the rest of the shares because the acceptance level has not reached the required threshold.
For an offeror to compulsorily buy all the shares, the acceptance level has to be more than 90% of the outstanding shares at the point of making the offer. In this case, it should reach an acceptance level of more than 98%.
A minority shareholder said they would accept the offer provided the dividend payment was made from the proceeds of the disposal of MBF Cards.
“We will support the major shareholder’s bid to take over the company as per the price offered after the special dividend is paid,” he said.
Proceeds from the sale of the cards business of RM172.07 million, if distributed, works out to about 30 sen per unit.
It is understood that the IAC was to have been released last week, but this has yet to happen.
Another minority shareholder feels the independent directors are not paying attention to safeguarding the interest of the minority.
“I don’t think it’s right that the independent directors jumped the gun and sold their shares even before the IAC was released.
“I’m all right with the decision to take the company private. But independent directors should act in the interest of the minority,” he said, adding that he feels the take-over offer of RM1.50 per share is not a fair price.
“The stock is currently valued at RM2.37 per share. How can we be happy with an offer price that is low?
“Also, if the takeover were to be successful, it would deprive us of what is owed in the first place. It’s not right to have something printed in black and white and then not follow through with it.”
At the close of trading yesterday, MBfH was flat at RM1.52, having reached an intra day high of RM1.59.
On Monday, Lourdenadin extended the takeover offer by another two weeks to April 3, from the original date of March 20.
- MBF hits 9-yr high amid demands for higher takeover offer
Business & Markets 2013
Written by Chong Jin Hun of theedgemalaysia.com
Thursday, 14 March 2013 10:59
KUALA LUMPUR (Mar 14): MBf HOLDINGS BHD [] (MBFH) soared as much as 17% to its highest in over nine years amid minority shareholders' unhappiness over the takeover offer by the diversified company's controlling shareholder, dealers said.
At 10.47 am, MBFH shares were traded at RM1.75 with some 955,000 shares done, placing the stock among ten top gainers. The stock had earlier risen as much as 26 sen to RM1.78 -- its highest since June 2003, Bloomberg data show.
A dealer said the gains in MBFH shares were due to investors are asking for a higher offer from Tan Sri Dr Ninian Mogan Lourdenadin, who is offering RM1.50 a share to take over the firm.
"The public will reject the offer as they are not happy. Minority shareholders are hoping that the acquirer will offer a higher price," the dealer told theedgemalaysia.com.
The edgemalaysia.com yesterday received calls from some shareholders saying they were even prepared to go to court on this.
Ninian had owned 87% of MBFH when he offered to buy the remaining shares of the firm at RM1.50 each on February 6 this year.
He also offered to acquire its remaining warrants at 50 sen each and outstanding redeemable convertible secured loan stocks issued by MBFH’s wholly-owned subsidiary Wellink Invesments Ltd at RM4.64 each.
For the exercise to succeed, the acquirer will have to secure an acceptance level of more than 90% of the remaining 13% stake he plans to acquire. This means Ninian's stake in MBFH will have to go up to 98.7% for the takeover to go through.
However, that has not happened so far. Exchange filings show that his latest reported equity portion had only touched 92.77%. As such, the deadline for the offer has been extended to April 3 from original date on March 20.
Minority shareholders are unhappy with the offer as they feel the price does not reflect the true value of the firm. The offer price of RM1.50 per MBFH share is a 37% discount to the company's latest reported book value per share of RM2.37.
MBFH’s website indicates that the firm was initially set up as a private limited entity on October 10 1963 before it was converted to a public limited company on October 21 that year under the name Island Hotels & PROPERTIES [] (M) Ltd.
The firm had, subsequently, changed its name to Island Hotel & Properties (M) Bhd and Pacific Development Credit Bhd on April 15 1966 and May 26 1976 respectively before adopting its current name on July 20 1981.
MBFH’s businesses include real estate, financial services, and education. The firm also operates tea, coffee, cocoa PLANTATION []s.
The shareholders should be given a fair share from the sale of MBF Cards.
It is the ONLY FAIR thing to do.
Please stop screwing the shareholders!
Subsequently..
- Controlling shareholder ups MBf takeover price to RM1.70
Business & Markets 2013
Written by Kamarul Anwar and Shalini Kumar of theedgemalaysia.com
Thursday, 14 March 2013 14:50
KUALA LUMPUR (Mar 14): In an apparent attempt to sweeten the deal, MBf HOLDINGS BHD []’s (MBfH) CEO and largest shareholder Tan Sri Dr Ninian Mogan Lourdenadin has raised the takeover offer of its shares to RM1.70 per share and 70 sen per warrant, in order to take his company private.
However, the revised offer price for MBfH’s shares is still inferior to the company’s book value of RM2.37 per share, or 39.41% higher than the new offer price.
In a filing to Bursa Malaysia, the group said that the joint offerors – comprising Tor Private Ltd, Nadin Holdings Sdn Bhd, Impact Action Sdn Bhd and Market Share Investments Ltd – have revised the offer prices of the shares from RM1.50 apiece and the warrants from 50 sen apiece.
The filing also stated that minority shareholders who have accepted the previous offer will receive another 20 sen per share or 20 sen per warrant to match up the new offer prices.
The new offer price for MBfH’s shares is at a 22 sen or 14.86% premium to the closing price of RM1.48 on February 5, 2013, which was the last trading day before the takeover offer was officially made.
The revised offer price for its warrants is also 27 sen or 62.79% higher from the closing price of 43 sen on the aforementioned date.
Lourdenadin, who had previously attempted to take MBfH private in January 2013, has extended the takeover offer by two weeks to April 3 -- from March 20 -- in a bid to mop up all the remaining MBfH shares he does not own.
Currently, he already owns 535,685,704 shares, or 92.77% stake, in the company.
For an offeror to compulsorily buy all the shares, the acceptance level of has to be above 90% of the outstanding shares he does not own at the point of making the offer. In this case, it should reach an acceptance level of more than 98%.
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