Friday 29 Mar 2024
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This article first appeared in The Edge Financial Daily on August 15, 2018

KUALA LUMPUR: Major shareholder Datuk Seri Tew Kim Thin has failed in his bid to take over Pasdec Holdings Bhd via his private vehicle Jasa Imani Sdn Bhd.

According to a filing yesterday, as at 5pm, which was the final closing time for the takeover bid, Jasa Imani had only managed to garner a total acceptance of 48.4% of the voting shares in Pasdec — 1.6% shy of the 50% minimum threshold.

“As such, the acceptance condition has not been fulfilled,” Pasdec said after it received a notice from UOB Kay Hian Securities (M) Sdn Bhd, which is acting on behalf of Jasa Imani.

“Accordingly, the offeror (Jasa Imani) shall return all the Pasdec shares and warrants, which have been transferred into the CDS (central depository system) account of the offeror pursuant to the offer, to the respective holders who have accepted the offer,” it added.

Jasa Imani’s failed attempt to take over Pasdec followed an assessment by independent adviser Public Investment Bank Bhd, which on Aug 3 urged shareholders to reject the bid, claiming that it was “not fair” and “not reasonable”.

Kim Thin, an executive director of Pasdec, on July 3 proposed to pay RM121.36 million or 52.5 sen per share for the remaining 231.16 million shares (or 57.74% of the outstanding shares) he did not own in the company, as well as RM357,900 or one sen per warrant for the remaining 35.79 million (31.28%) warrants in Pasdec.

Kim Thin, who intends to maintain Pasdec’s listing status, is deemed the ultimate offeror in the deal as he is the founder and major shareholder of Jasa Imani, in which he has a 58.19% stake. Kim Thin’s son Tew Liang Tze owns another 37.41% of Jasa Imani shares.

The 52.5 sen offer price represented a 24.41% premium to Pasdec’s five-day volume weighted average price up to and including July 2 of 42.2 sen per share.

Pasdec also said Pahang State Development Corp, which owns a 26.57% stake in the group, had irrevocably undertaken not to accept the mandatory general offer (MGO) .

Pasdec said the takeover offer arose as Kim Thin was obliged to extend an MGO after his shareholding rose to 38.61% from 27.98%, following the subscription of rights shares with warrants in the group.

Pasdec shares gained four sen or 8.89% to close at 49 sen yesterday, with a market capitalisation of RM196.18 million.

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