Ambang Sehati Threatens Bandar Raya Minority Shareholders

Posted on the Star Biz: http://biz.thestar.com.my/news/story.asp?file=/2012/9/11/business/12001484&sec=business

• Tuesday September 11, 2012
  Ambang may delist BRDB if can’t meet rule
  
  PETALING JAYA: Ambang Sehati Sdn Bhd plans to delist Bandar Raya Developments Bhd (BRDB) if its takeover of the company would result in the latter not being able to comply with the public spread requirement of Malaysia’s stock exchange regulator.
  The company had earlier made an offer of RM2.90 each to acquire all the BRDB shares it did not already own and RM1.80 each for all outstanding warrants in BRDB.
  
  Ambang Sehati, the private investment vehicle of BRDB chairman Datuk Mohamed Moiz Jabir Mohamed Ali Moiz, currently holds an 18.49% stake in BRDB. The offeror also holds 41.43 million warrants, or 19.12%, of the total outstanding warrants.
  
  One of the listing requirements of Bursa Malaysia Securities Bhd is that a listed issuer must ensure at least 25% of its total listed shares are in the hands of public shareholders to ensure its continued listing on the Main Market.
  
  Bursa Securities may accept a percentage lower than 25% of the total number of listed shares (excluding treasury shares) if it is satisfied that such lower percentage is sufficient for a liquid market in such shares.
  
  Ambang Sehati said if completion of its takeover of BRDB resulted in violation of the public spread requirement, it would withdraw the listing status of the latter from the official list of Bursa Securities.
  In its takeover offer documents, the offeror said it was desirous to increase its equity ownership in BRDB and where possible, take the company private and obtain full ownership in the company, as it viewed the latter as a long-term investment opportunity.
  
  “Ambang Sehati envisages that the BRDB group would increase its efforts to grow and cement itself as a premier property development company,” it said in a statement.
  
  Ambang Sehati said it expected the BRDB group to continue focusing on residential projects and pockets of commercial development in the country, particularly in the Klang Valley and Johor.
  
  In addition, the BRDB group is expected to build its presence overseas, especially in the Middle East and United Kingdom.
  
  Ambang Sehati’s offer will close at 5pm on Oct 1, being the first closing date. Its warrants offer will close earlier at 5pm on Sept 26

That was unpleasant reading.

As mentioned before, last year, the major shareholder, Ambang Sehati tried to buy four of Bandar Raya's prime assets. (You can refer to postings Bandar Raya Asset Sale: Yet Another Ludicrous RPT Transaction and And Ambang Sehati Is Rewarded With 73.6 Million From Their Purchase Of BRDB's Prime Assets )  Some had argued that the purchase price was grossly cheap and some pointed out the gross transparent issues that had happened when Ambang Sehati initially tried to purchase those four prime assets.

When Bandar Raya announced that the Chairman had offered to buy assets from the compan in yet another LUDICROUS RPT Transaction, all that was announced that the board was just given two weeks to reply to the offer.

Just two weeks was given.

And the offer price wasn't even disclosed.

Yes, they, Ambang Sehati, didn't even have the decency to disclose the offer price to the investing public.

And more worringly, blogger M.A. Wind of Corporate Governance In Malaysia asks this very important question: BRDB, who is behind 33% of the shares?

A very important question NOW given the fact that Ambang Sehati is trying very desperately to delist the company.

It's rather very clear according to my flawed mindset that the four prime assets that BRDB owns is extremely valuable.

First Ambang Sehati tried to buy those four prime assets, now it plans to buy up the entire stake of BRDB in an effort to gain full control of those four assets.

Sell to them or they will seek to withdraw the listing status!

What a threat!

How could this even happen in corporate Malaysia?????

Sigh.

If you are a BRDB shareholder, do you know what you should do?