KUALA LUMPUR (April 18): Gamuda Bhd says its four Klang Valley highway concession holding companies have each separately accepted the respective takeover offer extended by Amanah Lebuhraya Rakyat Bhd and sent their written acceptances to ALR on Monday (April 18).
In announcing this in a bourse filing, Gamuda said each of the concession holding companies — Kesas Holdings Bhd, Sistem Penyuraian Trafik Kl Barat Holdings Sdn Bhd (Sprint), Lingkaran Trans Kota Holdings Bhd (Litrak), and Projek Smart Holdings Sdn Bhd (SMART) — is expected to start separate negotiations with ALR to finalise the terms and conditions of the respective definitive agreements for the disposals.
Gamuda owns 70% in Kesas, while Perbadanan Kemajuan Negeri Selangor (PKNS) holds the remaining 30% stake. Meanwhile, Gamuda has 43.2% in Litrak and 50% in SMART (Gamuda's 50:50 joint venture with MMC Corp Bhd). In Sprint, Gamuda directly holds 30%, while Litrak has 50% and Kumpulan Perangsang Selangor Bhd (KPS) owns 20%. This gives Gamuda an effective stake of 51.6% in Sprint.
Besides the requisite shareholders' approvals of the respective concession holding companies, Gamuda said the execution of the definitive agreements will be subject to: the completion of a due diligence exercise; approval by relevant regulatory authority for each offer; execution by each of the concession holding companies and the government of a supplemental concession agreement based on terms and conditions to be approved by ALR; and an approval of an income tax exemption and stamp duty exemption from the government for ALR and each concession company on completion of each offer.
"The board of Gamuda will make the appropriate detailed announcement(s) in relation to the proposed disposals (including on utilisation of the corresponding net proceeds of the proposed disposals) in due course, after going through the relevant due process with its respective subsidiary company, associated companies and joint venture company," Gamuda added.
In a separate bourse filing, Litrak said it intends to distribute the corresponding net proceeds of the proposed disposal to its shareholders.
On April 4, Gamuda announced it had received conditional offers from ALR — a private and not-for-profit company that is undertaking a restructuring of certain toll highway concessions on behalf of the government — to acquire all the securities in the four concession holding companies.
These came after the government agreed to restructure the four Klang Valley highway concessionaires to ensure that toll rates will not be raised until the concession periods end, and will save on compensation costs from Jan 1, 2022 until the end of the concessions.
ALR made the offers based on the enterprise values of the concession holding companies — as of the valuation date of Dec 31, 2021 — of RM1.24 billion for Kesas, RM2.12 billion for Litrak, RM1.81 billion for Sprint and RM313 million for SMART, for a total enterprise value of RM5.48 billion. The offer is valid until April 30, 2022, and ALR plans to finance it fully by sukuk.
Gamuda's share of anticipated equity value for the four companies is RM2.33 billion.
Gamuda finished one sen or 0.28% lower at RM3.60 on Monday, giving the group a market capitalisation of RM9.19 billion, while Litrak shares ended two sen or 0.43 lower at RM4.66, for a market capitalisation of RM2.48 billion. KPS closed half a sen or 0.63% lower at 78.5 sen, valuing it at RM421.85 million.
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