Friday, March 15, 2013

MBF's Increase Offer Still Isn't Fair.

As mentioned yesterday, MBF had increased its privatisation offer.

  • PETALING JAYA (March 15, 2013): The controlling shareholder of MBf Holdings Bhd (MBfH) has revised upward his takeover offer for the remaining shares of the group to RM1.70 from RM1.50 and the offer for its remaining warrants to 70 sen from 50 sen previously. http://www.thesundaily.my/news/637245
 Is 1.70 enough?

Not even close.

Come on, the offer could and should be more generous!

Let me use the data from yesterday news.
  • Currently, he already owns 535,685,704 shares, or 92.77% stake, in the company.
 MBF total shares is 577,423, 224.

Effectively, he's trying to buy up the rest of the shares or 577,423, 224. - 535,685,704 = 41,737,520 shares.

At 1.70 a share, he's paying 41737.520 * 1700 = 70.953 million.

Yes, that's his cost of privatisting MBF. (ps: this calculation is not 100% accurate because it's based on the news report. By right, I should count his cost of buying out the warrants too)

Here comes the multi million ringgit question.

MBF Cards was sold for how?

Yes, how muchie?

How? How?





Yeah.... see my thinking?

I believe the offer to buyout the rest of the MBF shares should be much more.

The owner, already own the bulk of the company already. To buy out the rest, won't cost him too much money. So I hope the offer should be fair to the shareholders of MBF Holdings.

Dare I say, show me 2.50?



Thursday, March 14, 2013

Shareholders SO UNHAPPY with MBF

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.
And ....
  • 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.
My say?

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%.

Thursday, March 07, 2013

Merril Lynch Gives A Price Target of 1.85 For AirAsia.

On the Edge last night:

  • BA Merrill Lynch pegs AirAsia low at RM1.85 Business & Markets 2013
    Written by Ho Wah Foon of theedgemalaysia.com
    Wednesday, 06 March 2013 17:30

    KUALA LUMPUR (Mar 6): Bank of America Merrill Lynch (BAML), saying it is keeping its “negative” stance on AIRASIA BHD [] ahead of the general elections, has given a price objective of RM1.85 to the airline -- a 37.5% discount to its last traded price of RM2.96.

    The research house said: “We believe increased news flow over Malindo’s launch in the coming weeks and fears of how severe the resulting price erosion will be, as well as uncertainty over the upcoming Malaysian elections, will keep the stock under pressure.”

    BAML, which released this analyst report after a meeting with AirAsia’s management at ASEAN Stars Conference 2013 in Singapore today, said:

    “Malindo entry is a key concern....Given the imminent start of new rival Malindo in its home market in Malaysia, AirAsia’s stock price could face an intensification of headwinds in the coming weeks.”
    It noted Malindo has received its Air Operators Certificate last week and is on-track to launch its operation within the next two months.

    It added that although AirAsia is ramping up its capacity aggressively, it is “doubtful” that these additional seats can be filled at the same unit revenues.

    Noting that Malindo Air launch means even more capacity added, the US research house said: “In addition to AirAsia's growth plans, we expect the pricing environment to see added downward pressure with the Malaysian-based LCC fleet swelling by 30% in 2013.”

    The research house also commented that AirAsia’s management “looks increasingly thinly spread”.

    It noted that Japan and the Philippines are still loss-making and its proposed venture in India is likely to consume significant time.

    “While Indonesia had a good 4Q results aided by seasonality, Thai AirAsia remains the star performer among associates due to a lack of domestic competition, with its holding company Asia Aviation our preferred LCC play in the region.”

    BAML said its PO of RM1.85 is based on 6x recurring PE for 2013E, inclusive of recognised and unrecognised associate profits and losses.

    “This is a trough valuation multiple reflecting our expectation of a sharp decline in earnings through 2014 as main rival Lion Air aggressively expands in Malaysia,” it said.
My comments?

As mentioned several times, I had noted the improvement in AirAsia balance sheet back in 2010. ( You can refer  this posting And what about AirAsia's earnings? ) But all this 'good work' is undone when it announced back in 2011 it's new air craft purchases. ( Refer: How Is AirAsia Going To Finance This New Airbus Order? )

It made no sense at all.

AirAsia was already struggling in 2010 to accept new delivery of air crafts.

Back in 2007, AirAsia placed an order of 175 new air crafts. I had felt that order was way too huge. By Aug 2010, I was proven correct.

AirtAsia had to defer acceptance of new air crafts. The new air crafts deliveries was choking its cash flow and balance sheet.. Debts had been increasing astronomically to finance the deliverance of the new air crafts.

So in 2010, after the deferments,  things improved.

AirAsia balance sheet started to improve.

All this changed for the worse again come Jun 2011.

With 90 new crafts YET to be delivered from the 2007 order of 175 new air crafts, AirAsia stunned everyone by placing a new 200 air crafts!

It blew my mind away.

Why the need to rush to place a new order?

They were already struggling with their old and yet they are placing such a new, bigger order.

The amount of capital commitment from this new order is absolutely insane in my opinion.

Capital commitment contracted for now stands at 64 Billion ringgit and I would expect it to increase to some 74 billion or so.

This amount is simply staggering.

And now comes Malindo.

New airline means more compeition.

Can AirAsia manage a new compeitor right now when it is heavily committed to new air crafts?

And mind you, AirAsia total debts currently stands at 8.4 Billion. Debts is now increasing again and it will increase rapidly again with AirAsia committed to all these new air crafts.

    Wednesday, March 06, 2013

    Octagon’s auditors issues disclaimer of opinion

    I was reading this article on the Edge.

    • Octagon’s auditors issues disclaimer of opinion
      Business & Markets 2013
      Written by Lee Wen Ai of theedgemalaysia.com
      Wednesday, 06 March 2013 09:06

      KUALA LUMPUR: OCTAGON CONSOLIDATED BHD []’s (OCB) auditors have expressed a disclaimer of opinion in the company’s latest audited accounts for the year ended Oct 31, 2012 (FY12).

      Its external auditors Messrs Baker Tilly AC expressed “significant doubt” on OCB’s ability to continue as a going concern pending the implementation of a proposed rationalisation scheme (PRS) as a result of OCB’s default on term loan payments during the year.

      OCB had earlier submitted the PRS for its lenders’ consideration. OCB was informed on Jan 9 that the PRS was approved. OCB is said to be in the process of finalising and executing its debt settlement agreement with its lenders.

      The auditors said there was “material uncertainty” over the recoverability of the group’s RM79.4 million work-in-progress for a waste tyre project, a RM71.8 million development expenditure for a waste-to-energy project in Sri Lanka and the company’s RM33.6 million investment in relevant subsidiaries as at Oct 31, 2012 — which were dependent upon the successful implementation of the projects and the PRS.

      The auditors also highlighted that the group had a contingent liability of RM11.9 million from transactions entered into with YEM Holding Company WLL, a shareholder of a subsidiary, for advances made to fund the waste-to-energy project in Sri Lanka.

      “Because of the significance of the matters described in the basis for disclaimer of opinion paragraph, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on the financial statements,” said Baker Tilly AC.

      OCB is a financially distressed company under Practice Note 17 (PN17) status because of its inability to fulfil its payment obligations to Amanah Raya Capital Sdn Bhd last June.

      For FY12, the group incurred net losses of RM68.6 million. The group had net current liabilities of RM190.6 million as at end-October.

      OCB engages in the coating of consumer electrical and electronics products and providing clean energy from renewable sources.


      This article first appeared in The Edge Financial Daily, on March 6, 2013.
    I had posted on this company before back in 2010.

    Here are the links to those postings.


      What? What is Top Glove Trying To Do???

      Posted on the Edge.

      • Top Glove to acquire tycoon’s building Business & Markets 2013
        Written by Madiha Fuad of theedgemalaysia.com
        Wednesday, 06 March 2013 08:54

        KUALA LUMPUR: Top Glove Corp Bhd will acquire a three-year-old building located in Jalan Tun Razak here from tycoon Tan Sri Law Tien Seng for RM226 million.
        However, the transaction will be done through Value Add Sdn Bhd, a company that is at present controlled by Top Glove executive chairman Tan Sri Lim Wee Chai and executive director Lim Hooi Sin (HS Lim).

        In an announcement yesterday, detailing the two-step purchase, Top Glove has proposed to subscribe to ordinary shares and preference shares that will give it 27% in Value Add for RM12.2 million.

        Following that, Value Add proposes to acquire from TS Law Realty Sdn Bhd a commercial building known as East Wing of The Icon@Tun Razak for RM226 million.

        Top Glove will fund the the subscription via an internally generated fund.

        According to the announcement, Lim is chairman of Value Add and holds a 68% interest in the company while HS Lim has a 5% interest in Value Add.

        Lim has a 38.12% of direct and indirect interests in Top Glove while HS Lim has a 38.11% of direct and indirect interests in the glove producer.

        East Wing the Icon@Tun Razak has a gross built-up area of 278,182 sq ft.

        The first phase of the subscription to Value Add shares was completed on Feb 28, 2013 with 270,000 ordinary shares of RM1 and 5.8 million redeemable preference shares of RM1.

        TS Law Realty is an investment holding company with an authorised capital of RM5 million comprising five million shares of RM1 each. Law, who is a major shareholder of Hiap Tech Ventures Bhd, holds 80% of TS Law Realty while Puan Sri Saw Geok Ngor holds the remaining 20%.

        Top Glove said although the proposed transaction is a related party transaction it does not require shareholder approval because the materiality of the transaction is less than 5% of the percentage ratio threshold.
        The company, however, said Lim and HS Lim have abstained from all board deliberations on the matter.

        “The purchase consideration of the commercial property will be funded through a combination of borrowings and equity through subscription of shares in Value Add by its shareholders,” said Top Glove in its announcement.

        East Wing of The Icon@Tun Razak, which is built on freehold land, has a gross built-up area of 278,182 sq ft and a 98% occupancy rate.

        Top Glove said the acquisition would generate a higher return on its current investment and potential capital appreciation in the future.

        “The subscription and acquisition will not have a material effect on the earnings of the group for the financial year ending Aug 31, 2013 but is expected to contribute to the group’s earnings in the future,” it added.


        This article first appeared in The Edge Financial Daily, on March 6, 2013.
      Buying properties????

      226 Million?????

      Investment or what?????

      Related Party Transaction?????

      Does not need shareholder approval?????

      Man United Exits Champions League 2013.

      It's a shame how Man United lost to Real Madrid.

      It's a shame because it has been a LONG time since Man United played 'well' in the Champions League.

      I felt United were clearly the better team in both legs and with a little bit more luck, United should have another 3 goals at least.

      But that's how it is.

      It's a football match and sometimes the better team doesn't win.

      Them conspiracy theorist would probably chalk this off as United losing because of the referee. Despite me despising that red card decision on Nani's high kick, after cooling off from the initial outrage, I thought about it. Nani's leg did caught Arebola and a high kick is a high kick. It was dangerous because Arebola decided to challenge bravely.

      I was outraged by the decision when I was watching the match. I felt Nani was playing the ball and he did not even know where Arebola was and more so, I thought Arebola barged into Nani. And to make matters worse, not one of the Madrid players were expecting neither were they calling for a red card.

      The ref, however did flash the red for that high kick.

      I guess a high kick is a high kick.

      END of.

      It's a shame.

      Kudos to Mourinho for instantly reacting to the decision instantly by bringing off Arebola and sending in Luka Modric. It was a bold decision by a coach who saw this incident as an opportunity to attack, whereas Sir Alex decided to hold on and not make any changes. It was an understandable decision from Sir Alex. United was really in control and were leading 1-0 before the sending off and Madrid wasn't playing that well then. I did not even recall De Gea having to make a save during the first hlaf.

      That was where the match was won and lost.

      Modric, later, smashed in an unstoppable equaliser and Ronaldo followed up with a brilliant winner.

      Hats off to Ronaldo.

      He has improved as a player since joining Madrid and at this moment of time, he's simply unplayable. A gladiator.







      Monday, March 04, 2013

      Investing In A Relisted Stock?

      • "We study the past to understand the present; we understand the present to guide the future." -- William Lund.

      Think about it.

      In terms of the stock market, we need to study/understand the stock past. The stock history's tells us what has happened to the stock before and what had happened before could happen once again in the future.

      An investor invests for the long term. The long term gives the investor the edge and allow the investor to reap the benefits of seeing the investment grow over time. The time factor is crucial.

      However, what if.

      What if the time factor turns out to be a risk?

      For example, is it a good idea to invest in a stock which had been relisted again?

      Think about it.

      We are seen many companies whose stock was taken private cheaply in the past getting relisted once more. These companies have turned the stock market into their own playground where they can list and delist their stocks based on their own fancy.

      That is the stock past.

      The risk, of course, is the delisting could happen again in the future.. In such case, the time factor becomes a risk. The longer time the stock is listed, the greater the chance the stock could be taken private if the stock is trading cheaply.

      You invest in Kow Kow stock at 2.00, which is a 10% discount over its relisting IPO price. Five years later, a crisis could happen to the stock market causing Kow Kow to trade at 1.20.

      Yes, in most cases, when the stock trades at super low valuations, funds would come in and invest the stock. That's the mechanism of the stock market. Stock prices come up and they do come down. The problem is the owners see the cheap valuation too. Instead of implementing company stock buybacks, the owner do a private buyback. They buy back these shares but via a privatisation offer, benefiting themselves and not the minority shareholders. So the owner launches a privatisation bid at 1.56, which is a so-called impressive 30% premium over the stock price. But what good is such a premium to Kow Kow stock investor who had bought the stock at 2.00?

      The investor can mount an outrage and then hope and pray that the privatisation bid fails.

      But what good would it do?

      Wouldn't it be better if the stock had taken the prevention is better than cure route?

      Know the stock past. Don't let the stock past hurt us. Don't let a company who is a chronic privatisor fool you and your money.

      Protect yourself is always much better than hope others to protect you.

      Saturday, March 02, 2013

      Smartag Sinks Deeper

      After posting on Masterskill yesterday, I remembered those postings on this stock called

      Here are the past postings on the stock.

      I wondered if Smartag is still reporting losses. My guess was yes.

      Here's a screen shot.


      As mentioned in the posting Since Listing, Smartag Had Reported Losses Every Quarter! , from the screen shot above we can see that on 13th April 2011, Smartag made two quarterly earnings report. But Smartag made its listing debut on 18th April 2011. Which means those 2 set of earnings was made before Smartag was listed.

      Which means since listing Smartag has recorded losses for 7th consecutive quarters!!!!

      And needless to say, the lack of sales revenue, since listing, is truly shocking. A sales revenue of 75 thousand for its latest quarterly earnings announced last month!

      How could such a company be granted listing??

      I then wondered if there was any disposals of shares by its shareholders.

      So I checked Bursa Malaysia website.



      The first link, 25 Jan 2013: Changes in Director's Interest (S135) - Lim Peng Keong. - The above disposal of 7,000,000 ordinary shares represents 0.44% of the issued ordinary shares of the Company at a price of RM0.14 per share.

      That doesn't sound good at all because that's the CEO dumping his shares!

      7,000,000 shares sold at 14 sen.

      That should work out to some 98 thousand (not counting the normal stock transaction charges) which works out to be more than the company's sales revenue of 75 thousand for the current quarter!!!! Yes, that's how lacking Smartag sales revenue is!!

       Now the disposal of shares by the CEO was highlighted in the first posting, Is Smartag Worth A Bet?

      I wrote the following:

      • then I saw the following announcements:

        Changes in Director's Interest (S135) - Lim Peng Keong

        Lim Peng Keong? That's the CEO and according to that announcement some 6,800,000 shares were disposed on 9th May.

        Macam mana ni? On the 19th April, Smartag was announced that it will be getting a slice of the ETP projects. On the 9th May, the CEO shows his confidence in his own company by selling a substantial chunk of his shares? Average price of disposal was 0.352.

        What lah!

        And then on the 20th June, there was another disposal of shares!


        Changes in Director's Interest (S135) - Lim Peng Keong

        Accordingly the CEO said that 'The disposals were transacted by Namnan Co. Ltd, which my spouse has controlling interest.'
        The wife's company also sold shares. Some 4,250,000 were disposed at a price of 32 sen. ( Just one sen above the ipo price of 31 sen).

        How?

        Project is supposed to be big.

        Big money is there to be made.
      Oh yeah that big project.

      I can still recall that 70 million statement made on the local business media, Business Times. (link for the Business Times article is now broken... )
      • KUALA LUMPUR: Smartag Solutions Bhd stands to make a minimum RM70 million a year once its Radio Frequency Identification (RFID) solution to track container movements is made compulsory.

        Smartag, together with the Royal Malaysian Customs Department, will undertake a trial run of the RFID system at the latter's checkpoints from June 1.

        Smartag chairman Datuk Abdul Hamed Sepawi said the pilot project will run for three months with major companies from the logistics and manufacturing sectors such as Western Digital, TNT, Federal Express Brokerage and Priority Cargo having signed up for the test run.

        Abdul Hamed said the company may charge around RM10 per trip/container for journeys within the country. Taking into this account, Smartag is set to make at least RM70 million a year once the RFID solution is made mandatory. However, this was just an indicative pricing for now, he added.....
      Smartag last traded at 13.5 sen!!

      This is how Smartag has traded since listing...