PETALING JAYA: In what seemed to be a veiled response to the criticism about the privatisation of Malaysia Airports Holdings Bhd
(MAHB), the Securities Commission (SC) has assured stakeholders that it will “ensure adherence” to the capital market’s rules and regulations on takeovers.
The statement from the SC came three days after Gateway Development Alliance Sdn Bhd (GDA) – the consortium led by Khazanah Nasional Bhd – lowered the self-imposed acceptance threshold for the takeover to 85% from 90%.
In “any take-over offer”, the SC said it focuses on ensuring compliance with the Malaysian Code on Take-overs and Mergers (the Code) and the Rules on Take-overs, Mergers and Compulsory Acquisitions (the Rules).
The focus will be on the timely and adequate disclosure of information to the shareholders. “This is to ensure that shareholders have sufficient information to make informed decisions on take-over offers.
“Given the recent interest in this matter, the SC would like to reassure stakeholders that we are monitoring the situation closely to ensure adherence to the Code and the Rules, and to safeguard the integrity of the capital market,” the regulator said.
On Jan 22, GDA refuted any suggestion that its offer for MAHB was in contravention of the takeover rule.
“GDA’s revision of the acceptance condition is lawfully permitted pursuant to Note 7 to Paragraph 6.01 of the SC Rules.
“In addition, GDA’s right to amend the acceptance condition is clearly stated in Section 2.2(iii) of the Offer Document dated Dec 6, 2024,” it said in a statement.
Earlier this week on Jan 20, GDA revised the acceptance condition for its takeover offer for MAHB, lowering it from 90% to 85% to trigger index fund acceptance and expedite the completion of the takeover.
The consortium has also extended the closing date of the offer from Jan 24 to Feb 4, 2025.
All other terms of the offer, including the cash offer price of RM11 per share, remained unchanged.
In the same Jan 20 statement, GDA reminded shareholders who are yet to accept the offer that there would be reduced liquidity once MAHB is removed from the indices.
Those shareholders also run the risk of holding unlisted shares, it added.
“The consortium reiterates its view that MAHB’s operational and financial underperformance will continue if it remains listed and that the transformation of MAHB is best undertaken as a private entity, supported by strategic and financial investors able to take a long-term approach to decision-making and capital investment.”
GDA comprises Khazanah Nasional, the Employees Provident Fund (EPF), Blackrock Inc-backed Global Infrastructure Partners and the Abu Dhabi Investment Authority.
Khazanah Nasional and the EPF collectively hold 70% of the equity.
