SHAH ALAM (Feb 14): TRIplc Bhd’s shareholders have agreed to the group’s proposed restructuring and transfer of listing exercise, following its court convened meeting and extraordinary general meeting today.

The exercise will see the group becoming a subsidiary of Pimpinan Ehsan Bhd (PEB) and subsequently sold to Puncak Niaga Holdings Bhd.

TRI managing director Datuk Yusof Badawi said more than 99% of the company’s shareholders voted for the proposals.

“We have proposed the internal reorganisation which comprises two things. One is the exchange of shares between PEB and the shareholders of TRI, and the other part of it is the transfer of the listing status of TRI to PEB.

“Bursa (Malaysia) has already approved this exercise, so we went to the shareholders today for their approval. More than 99% of our shareholders approved it,” he said at a press conference after today’s meetings.

The disposal of TRI to Puncak Niaga will only take place after these exercises are completed, Yusof added.

In December 2016, Puncak Niaga announced the proposed acquisition of TRI for RM210 million to expand its construction division, expecting the acquisition to contribute positively to its operations, amid the two concessions TRI has been awarded by the government and Universiti Teknologi Mara (UiTM).

The proposal came after completion of Puncak Niaga’s disposal of its water assets — Puncak Niaga (M) Sdn Bhd and Syarikat Bekalan Air Selangor (Syabas) — to the Selangor government for RM1.55 billion in October 2016.

As part of the deal, PEB — a shell company with no existing core operations — will be the parent company of TRI and take over its listing status on the Main Market of Bursa Malaysia, after an internal reorganisation exercise.

The internal reorganisation will see a share exchange exercise on the basis of one PEB share for each share held by shareholders of TRI.

After the completion of the exercises, a portion of the RM210 million consideration paid to PEB will be distributed as special dividend at RM1.95 per share, totalling RM134.79 million.

Meanwhile, 90% of the balance of the proceeds (RM64.54 million) will be locked up in a trust account and can only be utilised for any future acquisitions or business development with the approval of shareholders, leaving a balance of RM7.17 million for working capital purposes.

“It will be a challenging task ahead for the board of PEB. The company will have RM7.17 million to work with, to come up with a proposal within 12 months that is acceptable to the Securities Commission and its shareholders.

“Failing which, if the regulators do not grant extensions, PEB will have to close shop, get delisted and distribute the cash to its shareholders,” Yusof added.