KUALA LUMPUR (Aug 14): 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 today, as at 5pm, which is 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 in a filing with Bursa Malaysia today, after it had 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 systems) 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 had on Aug 3 urged shareholders to reject the bid, claiming that it was "not fair" and "not reasonable".

To recap, Kim Thin, who is an executive director of Pasdec, had 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 as the ultimate offeror for the offer 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 against the five-day volume weighted average price of 42.2 sen per share.

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

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

In May, Pasdec had undertaken the issuance of rights shares on the basis of two rights shares for every five existing shares, together with free warrants on the basis of one warrant for every one rights share subscribed. The rights shares' issue price was fixed at 35 sen.

Listed on the Main Market, Pasdec shares gained 4 sen or 8.89%, and closed at 49 sen today, for a market capitalisation of RM196.18 million.