KUALA LUMPUR: Datuk Kamaluddin Abdullah (pic), son of former prime minister Tun Abdullah Ahmad Badawi, and businessman Datuk Mazlin Md Junid have launched a mandatory takeover offer of property firm Perduren (M) Bhd, controlled by Tan Sri Law Tien Seng, for the remaining 30.7% they do not own.
In a filing with Bursa Malaysia yesterday, Perduren announced that it had received a notice of takeover offer from Kamaluddin and Mazlin to acquire the remaining 30.7% of Perduren shares they do not own for RM66.27 million cash or RM1.60 sen per share.
The mandatory offer was triggered when Kamaluddin and Mazlin acquired 93.5 million shares, which represented 69.3% of the issued share capital of Perduren, at RM1.60 per share for RM149.6 million from its biggest shareholder TS Law Group Sdn Bhd through eight separate share purchase agreements yesterday.
The offer price represents an 11% discount to Perduren’s last trading price of RM1.80 per share. The trading of Perduren shares was suspended at 12.20pm yesterday. The offer is also at a 20.2% discount to Perduren’s five-day volume weighted average market price of RM2.005, up to last Friday. The stock will resume trading today.
However, the offer is not extended to Perduren shares currently held as treasury shares. As at yesterday, there were 1.29 million Perduren shares held as treasury shares.
Perduren said Kamaluddin and Mazlin had expressed their intention to maintain Perduren’s listing status following the proposed takeover.
The offer will remain open for acceptances until 5pm, not less than 21 days from the date of the notice. It is not conditional upon any minimum level of acceptances of the offer shares.
“In accordance with the Malaysian Code on Take-Overs and Mergers 2010, the board has deliberated on the offer and will not seek an alternative offer.
“The board will appoint an independent adviser to advise the non-interested directors and non-interested shareholders of Perduren on the fairness and reasonableness of the offer in due course,” said Perduren.
Currently, Kamaluddin has a direct stake of 9.26% in Perduren and a 33.06% indirect stake held via Trillion Icon Sdn Bhd, Amira Properties Sdn Bhd, Paling Terbilang Sdn Bhd and Intelek Kuasa Sdn Bhd.
Meanwhile, Mazlin has a 21.79% indirect stake, held via Mizreen Capital Sdn Bhd and Accentvest Sdn Bhd.
Kamaluddin, 47, is currently a substantial shareholder of Scomi Group Bhd, while Mazlin, 52, was formerly the president and group chief executive officer of Daya Materials Bhd.
Mazlin was also a former executive director of Reach Energy Bhd.
Perduren on Nov 23, 2013 received a notice of takeover offer from TS Law to acquire the remaining 107.61 million shares owned by other stakeholders of the company at RM1.10 per share, for RM118.37 million.
The deal was completed on Feb 14, bringing TS Law’s stake to 71.42% as at Aug 31, from 19.27% previously.
TS Law, which has interests in steel production, property development and mining, is jointly owned by its executive chairman Law and wife Puan Sri Saw Geok Ngor.
In a separate announcement, Perduren is disposing of its entire stake in its wholly-owned subsidiaries Advantage Equity Sdn Bhd (AESB), Balance Focus Sdn Bhd (BFSB) and Grand Sentosa Hotel Management Services Sdn Bhd (GSHSB) to Jerusan Indah Sdn Bhd for RM73.2 million cash. Jerusan Indah is owned by Law and Saw.
AESB currently manages Plaza Sentosa in Johor. BFSB is a car park operator at Plaza Sentosa and Holiday Plaza, while GSHSB leases and operates a 3-star hotel within Plaza Sentosa.
Perduren is also proposing to dispose of its 30% interest in Landmark Zone Sdn Bhd (LZSB), which is developing the “Shamelin Star” mixed development in Taman Shamelin, here, to Meridian Hectares Sdn Bhd for RM8.3 million in cash. Meridian Hectares is jointly controlled by Loh Chen Yook and his wife Low Suan Choo. Loh was Perduren’s managing director from April 2, 2007 to March 31 this year.
In total, Perduren is expected to raise RM81.5 million from the disposals, of which RM60 million will be used to invest in property development, property investment or investments in other sectors, and RM20.4 million for working capital.
“Pursuant to the proposed disposals, the group will realise a one-off net gain on disposal of RM9.51 million to the group after deducting estimated expenses of approximately RM1.1 million,” the group said.
The proposed disposals are subject to the approval of Perduren shareholders in an extraordinary general meeting to be convened.
This article first appeared in The Edge Financial Daily, on December 9, 2014.