A model of Splash Park Suites and water theme park to be developed by Tanco Holdings Bhd in Port Dickson, Negeri Sembilan.
KUALA LUMPUR: After thrice extending the closing date of their mandatory takeover bid for Tanco Holdings Bhd
, the joint offerors - comprising group managing director Andrew Tan and two other board members related to him - crossed the finish line holding a 52.49% stake.
Tan, along with Tanco director Datuk Seri Tan Jing Nam (his father) and executive director Datuk Tan Lee Sing (his aunt), did not sweeten the offer at any time despite the independent adviser calling the price unfairly low and urging shareholders to reject the offer.
In a filing with Bursa Malaysia on Tuesday, Mercury Securities said on the offerors’ behalf that the offer had closed at 5pm on that day (May 16), with the trio securing share acceptances totalling 28.16% after posting the offer document on March 3 (24.33% was held as at posting date).
The joint offerors had also made an offer for redeemable convertible notes 2016/2019 (RCN) issued by the property development, investment and management company, but they did not secure any.
To recap, the takeover offer was triggered after the trio’s collective holdings of 143.41 million irredeemable convertible unsecured loan stocks (Iculs) were mandatorily converted into new Tanco shares on the maturity date (Feb 10).
That raised their combined stake in Tanco from 23.8% to 34.1%.
They then made a cash offer of 8.12 sen per share and RM1.624 per RCN (each RCN is convertible into 20 Tanco shares). While the share price was 8 sen on March 3 when the offer was first made, the price has climbed rapidly since and hit 12.5 sen at the close on Tuesday.
BDO Capital Consultants Sdn Bhd (BDO CC), appointed by the board to advise Tanco’s non-interested directors and other shareholders, urged minority shareholders to reject the offer.
It believed the offer represented “a significant discount of 73.4%” against the estimated fair value per offer share and per offer RCN.
“BDO CC is of the view that although the offer can be deemed reasonable, the ‘not fair’ view outweighs the ‘reasonable’ view,” the consultant said.
The joint offerors gave March 24 as the first closing date of their offer. The offer was later extended to April 7 and subsequently to May 2 and then May 16.
The offer turned unconditional on May 2 after the joint offerors received valid acceptances resulting in their holding 50.26% - i.e. more than 50% - of Tanco’s voting shares. The offer would have lapsed and all acceptances would have to be returned if the joint offerors had not managed to cross the 50% mark by then (within 60 days of the March 3 posting date).
The joint offerors intended to maintain Tanco’s listing status.
Among Tanco’s notable development projects is Dickson Bay in Port Dickson, an integrated resort that includes the Splash Park project (comprising a water theme park and service residences), hotels, an 18-hole golf course, an extreme park, a wellness zone, a retirement village and a spa village.
The Splash Park project has been referenced as part of the Malaysia Vision Valley project and is expected to benefit from the Government’s investment in the infrastructure and for the accessibility of the area.
Limited time offer:
Just RM5 per month.
