KUALA LUMPUR (Nov 7): Bursa Malaysia has rejected the Employees Provident Fund (EPF)’s request for a waiver from categorising the pension fund as “persons connected” with Permodalan Nasional Bhd (PNB) in the RM3.57 billion merger deal between Sime Darby Bhd and UMW Holdings Bhd.
“Accordingly, EPF is required to abstain from voting in respect of their direct and/or indirect shareholdings in Sime Darby on the resolution pertaining to the proposals to be tabled at the EGM [extraordinary general meeting],” Sime Darby’s filing with Bursa Malaysia on Tuesday (Nov 7) showed.
According to the corporate exercise’s circular to shareholders, EPF is deemed to be a person connected to PNB because of a commercial arrangement between the two parties in a joint venture company.
EPF owns a 15.23% stake in Sime Darby and 10.05% shareholdings in UMW.
PNB, meanwhile, has a 5.11% stake in Sime Darby and is deemed to have 37.73% shareholdings via Amanah Saham Bumiputera.
Other major shareholders of Sime Darby include Kumpulan Wang Persaraan Diperbadankan (7.81%), Yayasan Pelaburan Bumiputra (5.11%), Vanguard Group Inc (2.23%), BlackRock Inc (1.68%) and State Street Corp (1.17%).
At UMW, Amanah Saham Nasional Bhd has the highest stake of 53.7%. Besides EPF, the other major shareholders are Kumpulan Wang Persaraan Diperbadankan (9.12%), Yayasan Pelaburan Bumiputra (4.08%), Oversea-Chinese Banking Corp Ltd (2.92%), Citigroup Inc (2.34%), State of Kuwait (1.68%), Norges Bank (1.67%), among others.
The merger involves Sime Darby buying PNB’s entire 61.18% shareholdings in UMW at RM5 per share or RM3.57 billion, followed by a mandatory general offer (MGO) to buy the remaining 38.82% stake at about RM2.27 billion to pave the way for the delisting of UMW.
CIMB Investment Bank Bhd is the principal adviser, while AmInvestment Bank Bhd has been appointed as the independent adviser for the deal.
The acquisition is expected to be completed by the fourth quarter of this year, and the MGO by the first quarter of 2024.
Sime Darby shares, which appreciated 15.6% since the deal announcement on Aug 24, closed five sen or 2.1% lower at RM2.33 on Tuesday, giving it a market capitalisation of RM15.88 billion.
UMW, which had been climbing ahead of the merger announcement, settled one sen or 0.2% lower at RM4.86 on Tuesday, valuing it at RM5.68 billion.