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

SHAH ALAM: TRIplc Bhd shareholders have agreed to the group’s proposed restructuring and transfer of listing exercise following its court-convened meeting and extraordinary general meeting yesterday. The exercise will see the group becoming a subsidiary of Pimpinan Ehsan Bhd (PEB) before being sold to Puncak Niaga Holdings Bhd.

TRIplc managing director Datuk Yusof Badawi said more than 99% of the shareholders voted for the proposal.

“We have proposed the internal reorganisation comprising two things — exchanging shares between PEB and TRIplc shareholders, and the transfer of the listing status of TRIplc to PEB.

“Bursa Malaysia had approved this exercise, so we went to the shareholders for their approval,” he told a press conference after the meetings.

The disposal of TRIplc to Puncak Niaga will only take place after the exercise is completed, Yusof added.

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

The proposal came after the 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 TRIplc and take over its listing status on Bursa’s Main Market after an internal reorganisation.

The internal reorganisation will see a share exchange exercise, basing on one PEB share for each share held by TRIplc shareholders.

After the exercises’ completion, 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 used for future acquisitions or business development with shareholders’ approval, leaving a balance of RM7.17 million for working capital.

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

He added that the responsibility to deliver its concessions and any future expansion plans for TRIplc, including its previous plans to secure external construction contracts and develop a high-rise residential project in Puncak Perdana, will be Puncak Niaga’s decision going forward.

Meanwhile, TRIplc independent non-executive director Ibrahim Topaiwah — having been proposed as an independent non-executive director of PEB — said PEB will only decide on a business venture after completing all the exercises.

“We will cross the bridge when we get there. If we find a potential business to acquire, we will table it to the shareholders for their approval to use the money in the trust account. If nothing happens within a year, the money will be distributed back to the shareholders,” he said.

On PEB’s direction going forward, he said: “Look at the team’s composition and you can make your assumptions from there.”

The proposed directors for PEB comprise Puncak Niaga executive chairman Tan Sri Rozali Ismail as executive chairman, and TRIplc executive finance director Shamshiah Hashim @ Abu Bakar as executive director.
 

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