KUALA LUMPUR (April 14): A total of 51.2 million Berjaya Auto Bhd (BAuto) shares, representing 4.47% of the Mazda automobile and spare parts distributor’s latest share capital, changed hands off market today at RM2.10 apiece or RM107.52 million in total.

The transacted price was at a 5.83% discount to yesterday’s closing price of RM2.23 in the open market. BAuto shares fell today — after a four-day streak of higher closes — to RM2.19.

Bloomberg data showed there were eight blocks of BAuto shares transacted in direct deal(s) today and executed between 3:44 pm and 3:59 pm. Off-market trades retrieved from Bloomberg do not include the list of buyers and sellers, and no Bursa Malaysia filing on today’s transactions have been reported as at writing.

The RM2.10-per-share price was the price agreed by Berjaya Corp Bhd and BAuto’s management to value the BAuto shares to be injected into a special purpose vehicle (SPV) that will be controlled by BAuto’s key management team, led by chief executive officer Datuk Seri Yeoh Choon San.

Berjaya Corp’s filing with Bursa Malaysia on Tuesday said its wholly-owned subsidiary Berjaya Group Bhd, which holds all the BAuto shares on behalf of Berjaya Corp, had signed a memorandum of understanding with Yeoh’s team to form this SPV, which will house up to 365.12 million BAuto shares or a stake of around 31.88%.

Berjaya Group will sell all of the 250.6 million BAuto shares it owns to the SPV, in exchange for RM406.01 million cash and a 33.33% stake in the SPV.

If this proposed disposal-cum-injection exercise materialises, Berjaya Group will no longer be a direct shareholder. Back-of-the-envelope calculations showed that with that percentage of shareholding in the SPV, Berjaya Group’s effective stake in BAuto will fall to below 11%.

BAuto’s management meanwhile, will have to put in up to 114.52 million or 10% of BAuto shares for a 66.66% control of the SPV. As at Nov 25, 2015, Yeoh owned 74.36 million BAuto shares — mostly indirect holding through Podium Success Sdn Bhd.