KUALA LUMPUR (June 28): MBf Corp Bhd’s non-interested shareholders have passed a special resolution for Leisure Holidays Holdings Sdn Bhd, the group’s largest shareholder with a 39.94% stake, to undertake a selective capital reduction (SCR) exercise, which entails the repayment of 9.5 sen per share in MBf to all of its other shareholders.

M&A Securities Sdn Bhd, on behalf of the board of MBf Corp, said in a statement after an extraordinary general meeting on Wednesday (June 28) that 80 disinterested shareholders, or 64.52 million or 99.99% of disinterested shares, voted for the resolution, while five persons, or 743 or 0.01% of disinterested shares, voted against it.

Under the Rules on Take-Overs, Mergers and Compulsory Acquisitions of the Securities Commission Malaysia, votes cast against the exercise cannot be more than 10% of the disinterested shares.

The entitled shareholders, representing a 60.51% stake or 170.65 million shares, will now receive a total capital repayment of RM16.21 million.

Leisure Holidays, meanwhile, will collectively hold the remaining 111.39 million shares in MBf Corp that are not cancelled, representing the entire equity share capital in MBf Corp.  

MBf Corp, an investment holding company with subsidiaries in property development, leisure and timeshare businesses, was delisted from Bursa Malaysia in August 2007, after its financial condition became inadequate to warrant its continued listing on the local bourse.

TA Securities Holdings Bhd had advised non-interested directors and shareholders of MBf Corp to vote in favour of the SCR, adding that while the deal was unfair, it was reasonable.

The independent adviser said the fair value of MBf Corp shares, estimated based on the revised net asset valuation approach, was 14.9 sen as at Dec 31, 2022, which was 36.24% higher than the 9.5 sen offered by Leisure Holidays.

TA Securities, however, said the proposed SCR was reasonable, as it would enable shareholders to realise their holdings in the company, which has been unlisted for more than 15 years, and had not declared a dividend for the past 10 years.

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