PETALING JAYA: The planned privatisation of MBf Holdings Bhd (MBf) is causing unhappiness among minority shareholders. Among the main grouses is the special dividend that was promised to them following the sale of its card business to the AmBank Group.
They also contended that MBf's takeover offer should have been based on its recently released financial year (FY) 2012 results, which had factored in the gains from the disposal of its card business as opposed to FY2011.
For the financial year ended Dec 31, 2012, MBf recorded a net profit of RM385.2mil, up from RM58.4mil previously, giving the stock a net tangible asset (NTA) of RM2.37. Revenue, meanwhile, rose to RM2.73bil from RM2.43bil previously. “On this score, does one reckon that the RM1.50 per share offered to minorities is fair?” a minority shareholder representing a group of MBf minorities pointed out to StarBiz. The stock's NTA in FY2011 stood at RM1.74.
He said the special dividend and takeover offer should be treated as two separate matters and not deducted from the offer price as per the takeover notice dated Feb 7. He pointed to the fact that MBf shareholders had unanimously voted in favour of the card business disposal at the company's EGM in September on the belief that they would be rewarded from the gains. “The takeover, if successful, could deprive shareholders of this special dividend,” the minority shareholder representative said.
MBf's major shareholder, Tan Sri Dr Ninian Mogan Lourdenadin, had yet to respond to StarBiz's queries at press time.
But in a reply to queries from the Minority Shareholder Watchdog Group (MSWG), which had sent a letter to MBf raising some of the issues brought up by the minorities, MBf said that it recognised the intended utilisation of up to RM172.07mil from the proceeds arising from the disposal of MBf Cards to be paid as a special dividend to MBf shareholders, as contained in the circular dated Aug 30, 2012.
MBf minorities had sought the help of the MSWG, which had written a letter to the MBf board.
MSWG general manager of corporate services Lya Rahman said that the MBf board in its reply had reiterated that “as the proposed dividend will have an impact on the proceeds received by shareholders from the takeover offer, it intends to wait for the final outcome of the offer, before deciding on the payment date of the proposed dividend”. MBf also confirmed that the Independent Adviser's draft circular, which has been submitted to the Securities Commission, would incorporate the fourth-quarter results for the year ended Dec 31, 2012.
On Feb 7, Ninian launched an offer to take the company private at RM1.50 per share and 50 sen for the warrants that he did not own. The privatisation also included MBf's redeemable convertible secured loan stocks (RCSLS), which Ninian had offered to buy at RM4.64 each. At that time, Ninian held an 87% interest in the company, 91.53% of warrants and 97.18% of RCSLS.
But this offer supercedes an impending dividend payout by MBf after the sale of MBF Cards (M) Sdn Bhd to AMMB HOLDINGS BHD for RM641.4mil last December.
A company circular in November stated that MBf would distribute RM172.07mil from the disposal to shareholders in the form of a special dividend that would translate into a dividend of 30 sen per share based on current shareholdings. This dividend is supposed to be distributed six months after the sale or at end-March.
On Monday, Ninian had extended the takeover offer by another two weeks to April 3 from March 20. The company's filing with Bursa Malaysia showed that he had an acceptance of 92.86% of the shares and 96.1% of the warrants as at Monday. He has not gotten any acceptance for the RCSLS.
The company first crossed the 90% shareholding threshold that breaches the Bursa free float requirement on Feb 27, which would mean that trading of its shares would be suspended. Since the takeover notice, two of MBf directors, namely, Lee Chaing Huat and Datuk Azizan Abdul Rahman, have accepted the offer.
MBf shares closed two sen higher at RM1.52 yesterday.
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