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8,588 comment(s). Last comment by Inv3st0r69 at Jul 28, 2021 4:51 PM
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ziyang8896
27 posts

Posted by ziyang8896 > Jul 27, 2021 5:07 PM | Report Abuse

Vote against needs total 10% non interested parties shareholders..compare to EGM needs 75%for those who have registered to vote if I m not mistaken


ziyang8896
27 posts

Posted by ziyang8896 > Jul 27, 2021 5:20 PM | Report Abuse

Both sides need to register if need to vote but vote against needs total 10% of non interested parties compare to 75% registered vote for


SincereStock
770 posts

Posted by SincereStock > Jul 27, 2021 5:21 PM | Report Abuse

since all retailers are part of the non interested parties shareholders, and if they don't show up, they still make up for the total of non interested parties shareholders right? if that the case, then don't show up means you don't vote against = considered as vote for

should be that simple right? most retailers don't bother to show up to cast their insignificant votes


ziyang8896
27 posts

Posted by ziyang8896 > Jul 27, 2021 5:23 PM | Report Abuse

It means if non interested parties total shares are 1.5b they need 150mil shares to vote against


ziyang8896
27 posts

Posted by ziyang8896 > Jul 27, 2021 5:24 PM | Report Abuse

For those need to vote for just count the minimum 75% of the registered shareholders to vote for


Bgt 9963
4312 posts

Posted by Bgt 9963 > Jul 27, 2021 5:35 PM | Report Abuse

Good luck.!


taitaumau
205 posts

Posted by taitaumau > Jul 27, 2021 5:45 PM | Report Abuse

My understanding: PNB who owns 19% interest is not a PACs and can veto SCR
A green light from its representative/s in the BOD is a must.


SincereStock
770 posts

Posted by SincereStock > Jul 27, 2021 6:27 PM | Report Abuse

only 1 reason if PNB insist to vote against this SRC, and that is they firmly believe this company worth way above RM2, not really a bad thing anyway? at least in the longer run?


SincereStock
770 posts

Posted by SincereStock > Jul 27, 2021 6:29 PM | Report Abuse

if the delay is because PNB is in middle of disccusion price revise with SM, and they finally comes out with an agreed revised price, then hurray for all the retailers, definitely the best retailers can dream of for the time being


ziyang8896
27 posts

Posted by ziyang8896 > Jul 27, 2021 6:29 PM | Report Abuse

Even if PNB insists need higher price but SM does not agree..by right the BOD still need to go ahead for the EGM to let to the shareholders vote ..go for this step is not their problem if the deal can't vote through.


SincereStock
770 posts

Posted by SincereStock > Jul 27, 2021 6:45 PM | Report Abuse

@ziyang8896 but there is no point given the fact that PNB alone is enough to vote down the SCR, what I don't understand is if the delay is really caused by disagreement of PNB, why SM didn't discuss with them prior the SCR announcement

hopefully this is not the case and the delay is actually caused by technical things that require time to be sorted out only


SincereStock
770 posts

Posted by SincereStock > Jul 27, 2021 6:47 PM | Report Abuse

and that is about the delay of the BOD deliberation, as for the price swing, I believe most part of it has to do with C24 and C23 expiring


ziyang8896
27 posts

Posted by ziyang8896 > Jul 27, 2021 7:11 PM | Report Abuse

@sincerestock,of course I strongly believe SM must have talked to PNB to get consent before the SCR was launched. What I mean is in case or they really never talk to PNB or PNB suddenly asked for higher price.Of course those presumes look like rediculious..I still believe the delay is because of MCO for the documents


Karlos
876 posts

Posted by Karlos > Jul 27, 2021 9:26 PM | Report Abuse

No reason for non interested / minority shareholders to vote against. If SCR fails price very likely fall below 2. unless some body else offer higher price, which is very very unlikely. Even now the price already much below 2.
Value as I said earlier is very subjective and you can not buy or sell on value but on market price. Don't be surprised the offer and or his proxy are collecting MMC shares at current cheap price to make privatization cost to the offeror even cheaper to execute.


Karlos
876 posts

Posted by Karlos > Jul 27, 2021 9:31 PM | Report Abuse

Like it or not, the offeror already has absolute majority shares at more than 51% and has full control in the running of the company.


SincereStock
770 posts

Posted by SincereStock > Jul 27, 2021 9:32 PM | Report Abuse

I thought no somebody else that can offer privatization on this company except SM himself who is the biggest shareholder who own 51% of the company shares under his name?


SincereStock
770 posts

Posted by SincereStock > Jul 27, 2021 9:34 PM | Report Abuse

and the obvious reason for him to offer privatization is to relist the company ports seperately in the future, which will give much better total market capitalization


Karlos
876 posts

Posted by Karlos > Jul 27, 2021 9:36 PM | Report Abuse

Any body can make offer but I don't think the current controlling shareholder will accept it unless the new offer is ridiculously high !


ziyang8896
27 posts

Posted by ziyang8896 > Jul 27, 2021 9:53 PM | Report Abuse

I never thought BOD to accept the offer is a problem. What I always think the main battle field is in EGM.But today and extension led the share price downward looks so scary.


ziyang8896
27 posts

Posted by ziyang8896 > Jul 27, 2021 9:58 PM | Report Abuse

So far no offer was rejected by the BOD for SCR. Fail in EGM is different story


Karlos
876 posts

Posted by Karlos > Jul 27, 2021 10:02 PM | Report Abuse

There are already many companies were being privatized and more coming as there are many companies are currently undervalued by the market. Now is a good time to take companies private as the current rule is still favorable to those taking companies private. The offer only has to be reasonable and don't have to be fair to minority shareholders. Singapore has already changed the rule that the offer has both to be reasonable and fair. So before we change the rule in Malaysia, don't be surprise more companies being taken private.


Karlos
876 posts

Posted by Karlos > Jul 27, 2021 10:05 PM | Report Abuse

Best take the cash and reinvest in other companies that are undervalued and there are many around now, thank to covid-19.


SincereStock
770 posts

Posted by SincereStock > Jul 27, 2021 10:07 PM | Report Abuse

https://www.pubiperak.com/wp-content/uploads/2020/03/Majalah-Labur-Mokhtar-alBukhary-700x466-1.jpg

hopefully he meant it, let this SCR go through for the sake of the minority shareholders


500Bilis
348 posts

Posted by 500Bilis > Jul 27, 2021 11:33 PM | Report Abuse

3 conditions -

1. majority in number of Entitled Shareholders (ES)
2. 75% in value of votes
3. cast against not more 10% of total voting shares

Example -
Total shares hold by ES : 1,468,949,712
Assume, on EGM (virtual), total 1,000 ES registered to cast their votes.
Total shares hold by these 1,000 ES is 1,000,000,000 (i.e. 1billion shares)
Balance 468,949,712 shares not registered or holders or proxy did not attend EGM.

In order for SCR to be successful -
1. 501 out of total 1,000 ES voted FOR the SCR - Result : Majority
2. these 501 ES voted FOR SCR hold total 900,000,000 shares - Results : 90%
3. 499 ES casted AGAINST hold 100,000,000 shares : Results : less than 10% (i.e. 6.8% 100,000,000/1,468,949,712)

this is my understanding from reading the proposed SCR letter.


diggiediggiedang
1 post

Posted by diggiediggiedang > Jul 28, 2021 7:04 AM | Report Abuse

Lets reexamine some of the point on what led to the privatization of MMC and current predicament.

Why instead of Port business was supposed to be listed but suddenly didn't materialized. why did TSSM pivot to privatizing MMC instead? believe it was mentioned in an Edge article quoting running into issue with regulator listing the port due to multiple crossholding. Any other reason?

What's the urgency of listing port? debt restructuring? lowering of interest payment? they are paying RM457mil of interest in 2020 alone after all. Any other reason?

Why did SCR was chosen instead of a standard GO? Why an extension of time were given to MMC by the offeror? Did MMC request for it? Has the board deliberated over the offer? Assuming if this failed without going to shareholder's hands to vote, can the board member be held liable for failing their fiduciary duty?


stockraider
25016 posts

Posted by stockraider > Jul 28, 2021 7:46 AM | Report Abuse

Just buy lah....very attractive now mah!


Karlos
876 posts

Posted by Karlos > Jul 28, 2021 8:23 AM | Report Abuse

@diggied: Very good points or questions for us all to ponder!


SincereStock
770 posts

Posted by SincereStock > Jul 28, 2021 9:01 AM | Report Abuse

gap up and operator gone MIA in the morning?


ziyang8896
27 posts

Posted by ziyang8896 > Jul 28, 2021 9:51 AM | Report Abuse

@500bilis, for 10% against should be base on total non interested parties shares no matter you have registered or vote. But for vote for,it needs minimum 75% for the registered and vote in the EGM. If not , what about if in the EGM come with results 85%vote for but 15%vote against,then which one is priority?someone can give more clear explanation?


Shivawerer
3 posts

Posted by Shivawerer > Jul 28, 2021 10:02 AM | Report Abuse

the vote needs at least 90 percent to pass through, but if you have 75 percent you can delist the counter and their also forced to vote for you since many people don't want to own stock in a delisted counter.For it to be a fair vote 75 percent of registered voters has to attend and make their opnion known on the takover offer.If 75 percent don't show up it is delayed.


emsvsi
1510 posts

Posted by emsvsi > Jul 28, 2021 10:07 AM | Report Abuse

10% vote against, the SCR fails

There is no such 75% delist, takeover is either successful or fails


Inv3st0r69
173 posts

Posted by Inv3st0r69 > Jul 28, 2021 10:09 AM | Report Abuse

In my opinion, the approval threshold must be as follows:

(i) majority (50%+1 number) of shareholders who attended the EGM voted FOR the SCR;
(ii) 75% of value voted FOR the SCR (1,101,712,284 shares); AND

not more than 10% (in value) voted AGAINST (in MMC must not more than 146,894,971 shares).

No priority, all must meet the requirement.


Johnzhang
619 posts

Posted by Johnzhang > Jul 28, 2021 10:14 AM | Report Abuse

The wild price swings in these 2 days is probably not about if the privatization will go thru. It points to unusual market activity.


shiby
78 posts

Posted by shiby > Jul 28, 2021 11:33 AM | Report Abuse

wah rebound already.when is the new EGM date btw?


Inv3st0r69
173 posts

Posted by Inv3st0r69 > Jul 28, 2021 11:47 AM | Report Abuse

@shiby new EGM date will be 56 calendar days from the date of Board's deliberation i.e. 30 August 2021 + 56


Inv3st0r69
173 posts

Posted by Inv3st0r69 > Jul 28, 2021 3:32 PM | Report Abuse

@Kareemabduljabbar Board deliberation to issuing of circular (and notice of EGM)must be in 35 days.. then assuming MMC wanna do the EGM asap, the earliest is 21 days after the notice (21 days due to special resolution).. all in calender days not market days


Kareemabduljabbar
213 posts

Posted by Kareemabduljabbar > Jul 28, 2021 4:41 PM | Report Abuse

You are assuming that the Circular is not being prepared at the moment. My own thoughts are possibly Circular is being prepared at the moment. upon Board approving the transaction being brought to shareholders, Circular will be sent to SC for approval, I dont expect that to be an issue. Of course the 21 days is there. We also shouldnt assume they wait till last date 30 August. My concern though is the ability to complete the Circular before 30 August because of the MCO. We see.


Inv3st0r69
173 posts

Posted by Inv3st0r69 > Jul 28, 2021 4:51 PM | Report Abuse

@Kareemabduljabbar not that im assuming anything, of kos the preparation of the circular is ongoing.. what im saying is as per the rules of take over.. they have a specific time that must be followed.. even the current extension i believe is to cater to the preparation of the full submission documents.

The thing about scr, they can play with time, unlike GO where the T starts when the offeror serves the notice to the company.. Scr has that flexibility whereby the T only kicks in upon deliberation of the board..

and scr will eliminate the chances of being a private company with minority shareholders.. u can get rid of that upon receiving 90% acceptance, which there's a possibility of not achieving it

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