Thursday, 29 September 2011
PNB shares to buy fresh SP Setia
CAPITALISATION Nasional Bhd (PNB) today made the offer to acquire the shares not owned by the SP Setia Bhd, the local's largest real estate company in terms of sales, at a price per unit for the ordinary shares of RM3.50 and 91 sen unit for a warrant.
Offer a whole was estimated at RM6.9 billion is submitted after the PNB and the stakeholders together (PAC) until yesterday over 33.17 per cent equity in SP Setia, thus surpassing the 33 percent minimum that requires it to make a mandatory takeover offer (MGO).
If true, the deal will emerge the largest takeover in Malaysia's property sector in almost 20 years. Maybank Investment Bank Bhd (Maybank-IB), acting on behalf of PNB said in a statement yesterday, said the offer price represents a premium of 40 cents, or 11:43 per cent over the closing price of SP Setia on Tuesday at RM3.50 before it suspended trading yesterday. Maybank-IB said, PNB intends to maintain its listing status on Bursa Malaysia's property. "If the total acceptance of the offer saw the spread of share ownership by the public in SP Setia is less than 25 percent, the party making the offer will explore various options or suggestions to improve the situation, "the statement said. SP Setia Group Chief Executive, Tan Sri Liew Kee Sin now accounted for 11.3 per cent equity in the company. However, SP Setia in a statement to Bursa Malaysia yesterday afternoon asked the PNB to review the price offered because it is fundamentally undervalued. He said the research was made after taking into account the external evaluation made by an investment analyst before the offer is submitted. "Based on that basis , to protect the interests of minority shareholders, the Board decided to wait for rival bids from other interested parties to purchase shares of the company. "We will also submit questions to the PNB whether they wish to revise the offer price is higher to reflect the price closer to the true value of SP Setia, "he said. The statement said the decision was taken at an emergency meeting of the board of directors by vote of all members present agree except for Tan Sri Dr Wan Mohd Zahid Mohd Noordin. Wan Mohd Zahid and Datuk Noor Farida Ariffin, not present at the meeting of the Board of Directors today are individuals who are associated with the PNB. "Both the director will continue to be exempted from making a vote at all meetings of the Board on the offer," he said. SP Setia said, in line with the Malaysian Code on Takeovers and Mergers for 2010, the Board will also appoint an independent adviser, which is subject solely da approval of the Securities Commission to provide advisory services not related to directors of the company and the related securities on offer. In the meantime, analysts said, if PNB wants a controlling interest in SP Setia, they need to maintain the listing status for management experience led the company owned Kee Sin is an important asset to its growth prospects. "Possibility to make the SP Setia PNB as a private company is extremely low because such measures would only diminish the value of the company. "It is fair to say that the company's management team under Kee Sin was very professional and hard to be replaced.