MBF major shareholder's privatisation plan denied by minority share holders & Take-over and Merger Act 2010
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.
Minority shareholders unhappy with MBf
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.
A minority shareholder said pay-ment should be made from the sale 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.
This article first appeared in The Edge Financial Daily, on March 14, 2013.
Minority shareholders unhappy with MBf
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.
A minority shareholder said pay-ment should be made from the sale 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.
This article first appeared in The Edge Financial Daily, on March 14, 2013.
