KUALA LUMPUR (June 9): Shareholders of RAM Holdings Bhd have approved the amendments to its constitution to remove the 20% cap on shareholding in the company.

This means that any single shareholder is permitted to hold more than 20% or a majority stake in the independent crediting rating agency moving forwards.

The amendment, requisitioned by one of its shareholders CTOS Digital Bhd holding 17.225% stake, was approved at RAM’s 31st annual general meeting (AGM) held on Thursday (June 9), said RAM in a statement.

The requisition raised eyebrows and prompted the investing fraternity to wonder about the plans that CTOS might have in the pipeline. 

According to the statement, the proposal received 93.86% approval from attending shareholders, whereas 6.14% voted against.

It is understood that Public Bank Bhd, which owns 5.33%, voted against the proposal, while Boon Siew Credit Bhd, which owns 0.3% stake in the company, did not attend the AGM.

CTOS has reportedly received the green light from the Securities Commission Malaysia (SC) on April 28 this year to own a majority stake in RAM.

CTOS emerged as a shareholder in RAM in July last year after it bought 4.6% stake in the latter for RM10.1 million, representing CTOS’ first acquisition after its listing on Bursa Malaysia.

At market close on Thursday, shares of CTOS were up two sen or 1.4% at RM1.43, following the news.

At the time of writing, shares of CTOS traded unchanged at RM1.41 following the news.

Interestingly CTOS' controlling shareholder Creador, through wholly-owned Oscar Matrix Sdn Bhd, holds 19.9% in RAM. Creador, the private equity fund founded by Brahmal Vasudevan, controls 30.26% in CTOS through Inodes Ltd.

Other substantial shareholders in RAM are Tunku Ali Redhauddin Tuanku Muhriz’s vehicle Dragonline Solutions Sdn Bhd (15.65%), S&P Global Asian Holdings Pte Ltd (19.2%), and Hong Leong Bank Bhd (5.8%).

The Alliance Bank group also has a 5.2% stake held between Alliance Bank Malaysia Bhd and Alliance Investment Bank Bhd.

The others are United Overseas Bank (M) Bhd (4.2%), HSBC Bank Malaysia Bhd (3.5%), MUFG Bank (M) Bhd (2.1%), Deutsche Bank (M) Bhd (0.8%), and Bangkok Bank Bhd (0.9%).

CTOS said in a statement that it only intends to appoint one member to the board of directors to ensure the continued independence and governance of RAM.

“Further, CTOS will actively work with the board of directors of RAM to preserve and strengthen RAM’s internal controls, processes and governance frameworks, and will not be involved in any ratings-related decision-making processes. CTOS commenced this investment application on 15 April 2021 and undertook a rigorous process with the SC  to determine how it could add value to RAM.”

According to RAM’s website, RAM Group is a leading provider of independent credit ratings, research, training, risk analysis, ESG analytics and bond pricing.

It is also the parent of Bond Pricing Agency Malaysia Sdn Bhd (BPAM), which is the sole provider of bond-pricing and valuation data on the Malaysian bond market.