Wednesday April 28, 2010
MBfH’s bid to go private fails to go through at EGM
By IZWAN IDRIS
izwan@thestar.com.my
KUALA LUMPUR: MBf Holdings Bhd (MBfH) group chief executive officer Tan Sri Ninian Mogan Lourdenadin’s bid to take the company private fell through, after two-thirds of its minority shareholders rejected his buyout offer at the EGM yesterday.
And in an apparent reaction to the snub, Lourdenadin said in a statement yesterday that he would not support the proposed final dividend announced by the company earlier during the day.
Lourdenadin controls 79.12% of the shares in MBfH.
“We were surprised and disappointed with the statement (by Lourdenadin) because the board is telling us that the company can afford to pay dividends but the controlling shareholder would not support it,” said an investor who attended the EGM yesterday.
MBfH has not declared or paid any dividends since the financial year ended Dec 31, 1996 (FY96).
The company, which has credit card operations at home and plantation businesses in Papua New Guinea and Fiji, has been making steady profits in the past five years.
Trading in shares of MBfH was halted at 2.30pm yesterday and will resume today. The counter was last traded down 0.5 sen to 62 sen on volume of 5.5 million shares.
At the EGM, MBfH’s directors told investors present that the company would propose a final gross dividend payout of 10 sen a share for FY09 in response to requests from minority shareholders.
In an announcement to Bursa Malaysia made after the EGM yesterday, the MBfH board said the final dividend proposal was subject to shareholders’ approval at the group’s forthcoming AGM.
However, a separate statement issued yesterday after the dividend announcement, pointed out that controlling shareholder Lourdenadin would only support the proposed final dividend if his takeover plan were carried at the EGM.
“Since the proposed selective capital reduction (SCR) was not carried at the EGM, the proposed final dividend would also not be supported by Lourdenadin,” said the statement by a public relations firm on behalf of MBfH.
This, some analysts argued, would kill off any chance of the final dividend being carried at the AGM because Lourdenadin controlled the majority of shares in the company.
Meanwhile, the failed takeover bid brings back the issue of MBfH’s non-compliance with regards to the exchange’s minimum public shareholding spread requirement.
The company had recently been granted an extension to Aug 31 by the exchange to rectify the situation.
Based on its latest publicly available information, MBfH’s net tangible asset stood at RM1.01 as at Dec 31, 2009. The company has yet to release its first quarter results ended March 31.
Revenue in FY09 was RM1.9bil, of which 79% was derived from plantation operation and other businesses in Papua New Guinea and Fiji.
However, this division contributed to 16% of the group’s total operating profit.
The bulk of its income comes from its credit card and payment services business at home.
MBF Holdings plans to go private
KUALA LUMPUR, Jan 18 — MBf Holdings Bhd’s board of directors today agreed to take the company private via a selective capital reduction (SCR) and repayment exercise.
The board also proposed the acceleration of the maturity of MBfH’s warrants and the cancellation of warrants thereof (WAC).
In a filing to Bursa Malaysia today, the company said the board however would table the proposal to MBfH’s shareholders and warrant holders respectively for their consideration, subject to the recommendation of an independent adviser.
It said the major shareholders promoting the proposals include Impact Action Sdn Bhd, Market Share Investments Ltd, Nadin Holdings Sdn Bhd and Tor Private Ltd.
The capital repayment of the proposed 65 sen per MBfH share, represents a premium of approximately 23 per cent and 33 per cent over the five-day and three-month volume-weighted average market price of MBfH shares, up to and including January 8 this year, of 53 sen and 49 sen respectively.
It said the total cash capital repayment under the SCR has been proposed to be funded by the major shareholders and,or via bank borrowings to be obtained by MBfH.
As for the proposed WAC, warrant holders would receive five sen for each warrant held upon completion of the proposal.
It added that the proposed WAC will provide the warrant-holders an opportunity to monetise their holdings of warrants, which have been out-of-the-money since the listing in 2003.
To facilitate the implementation of the proposed WAC, the warrant deed poll dated March 25, 2003 is to be modified by way of a memorandum of a supplemental deed to allow for the early expiration of the warrants, it said.
To date, MBfH has 265,063,616 warrants in issue, of which 80.87 per cent are held directly by the major shareholders collectively.
The company said the total cash consideration for the WAC was proposed to be funded by the major shareholders and, or via bank borrowings to be obtained by MBfH. — Bernama