PETALING JAYA: PLUS Expressways Bhd received approval from its shareholders on a RM23bil takeover bid by major shareholders UEM Group and the Employees Provident Fund (EPF) despite a commotion followed by a walkout of minority shareholders.
A relatively big group of minority shareholders stormed out of an ongoing PLUS EGM yesterday claiming procedural irregularities, shouting their displeasure to those outside, which included members of the media.
The minority shareholders were shouting for a “boycott” of the “illegal” EGM while walking out from the hall.
PLUS' auxillary police were immediately seen at the doors of the hall following the walkout by shareholders in protest.
Senior independent non-executive director Tan Sri K. Ravindran, who chaired the EGM, denied there were procedural irregularities as claimed by minority shareholders.
“We did everything within the legal ambit of whatever we had to do,” he said.
The toll operator has called for the EGM to table a takeover proposal from UEM-EPF for RM23bil, or RM4.60 per share.
The EGM, which lasted about four hours, was attended by some 800 people. The meeting took a short break after the “ruckus” and resumed shortly to vote for the remaining resolution. Institutional shareholders were present either physically or by proxies.
Amran Ariffin, 36, who has 45,000 PLUS shares, said the chairman of the EGM had refused to record a minority vote by a show of hands despite the fact that the deal would very likely go through on majority shareholder support.
“They don't even want to play fair. That is the contention right now. Even if that (show of hands) won't affect the final outcome, they don't even want to follow the procedure. That is embarrassing,” he told reporters.
“We were denied a moral victory. The chairman said 96% of the proxy voters have already voted in favour of the proposal so we couldn't have changed anything.”
He said PLUS had been paying shareholders a consistent level of dividends, and likened the takeover deal to a “forced marriage”.
Amran said the chairman had called for a show of hands to vote on a proposed takeover by UEM-EPF, but a demand for a poll vote from the floor cut the counting process short, which means there is no official tally of dissenting votes.
Ravindran acknowledged that there was a show of hands but had not disrupted the meeting. “There were two shareholders who wanted to have a poll instead. I am duty bound to acknowledge the shareholders.”
“We have to give the proper rights to all the shareholders who own the floor,” he added.
Ravindran wanted to clarify that acceptance of the offer should not be seen as selling off the company.
“The company is not for sale but when somebody makes an offer, we can't independently just keep it aside and say we don't know anything about it,” he said.
He stressed that the offer had only been endorsed by independent directors as a credible offer after advice from independent advisors, including AmInvestment Bank Bhd and Goldman Sachs.
PLUS' major shareholders UEM, its parent Khazanah, and EPF (who are also the offerors in the deal) are abstaining from voting at the EGM.
Khazanah, UEM and EPF hold a combined 67.7% stake. EPF holds a 12.3% stake in PLUS while UEM Group, together with its parent Khazanah, holds 55.4%.
Based on shareholding spread, some 1.55 billion shares, or 31% stake, are eligible to vote on the takeover offer by UEM-EPF. However, only 1.06 billion or 21% of the total PLUS shares voted at the meeting. Of the 21%, 99% were for the deal.
“We are targeting for the payment to the entitled shareholders in early September and delisting (on Bursa Malaysia) by end-September,” PLUS chairman Tan Sri Mohd Sheriff Mohd Kassim said.
“We are quite confident that we have followed the correct procedures,” he said, when asked to comment after some disgruntled shareholders walked out of the EGM.
Minority Shareholder Watchdog Group (MSWG) CEO Rita Benoy Bushon said that during the EGM, the minority shareholders requested that the voting be carried out by show of hands and the board agreed to this request even though there was already a request for a poll vote by two shareholders.
The request for the poll vote was then withdrawn by the said shareholders. Subsequently, when the process of counting of votes by show of hands for the resolution on the proposed disposal was in progress, another two shareholders requested for voting by poll.
“The observation by MSWG was that the voting by hands was not in favour of the proposed disposal,” she said.
Rita said the chairman of the meeting acknowledged the request for a subsequent poll vote, resulting in the minority shareholders expressing their displeasure on the non-completion of the counting of votes by hands and staged a walk-out.
“The chairman explained that his acknowledgment for such a poll request was in accordance with the Memorandum and Articles of Association of the company.
“The resolution on the proposed disposal was carried by way of poll with 99% voting for the resolution,” she said.
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