KUALA LUMPUR (Dec 4): Major shareholders of Jentayu Sustainables Bhd (KL:JSB) have rejected the company’s proposal to acquire a 100% interest in Jentayu Solar Sdn Bhd, a company owned by its managing director Datuk Beroz Nikmal Mirdin's investment vehicle, at its extraordinary general meeting (EGM) to gain shareholders approval for the transaction on Thursday.
In a filing with Bursa Malaysia, JSB said 73 shareholders, collectively holding 153.88 million shares or 60.39% of its issued capital, voted against two resolutions tied to the corporate exercise. 112 shareholders holding 39.6% of the shares voted for the resolutions.
The first resolution sought approval for the company to acquire 51% of Jentayu Solar from Jentayu Capital Sdn Bhd, owned by Beroz Mirdin, for RM5.87 million via a set-off against a refundable deposit, and the remaining 49% from Seri Panglima Holdings Sdn Bhd for RM5.64 million within 12 months through a call option.
Beroz Mirdin owns Jentayu Capital with his wife Datin Nurhaida Abu Sahid. The transaction is considered a related party deal requiring shareholder approval.
The second rejected resolution proposed reallocating RM16 million from a 2022 rights issue meant to buy hydro assets. It sought to use RM5.87 million to fund the Jentayu Solar acquisition, and the remaining RM10.13 million to go to future renewable energy projects.
Jentayu Solar operates a 5.99 megawatt solar plant in Pokok Sena, Kedah, under a 21-year power purchase agreement with Tenaga Nasional Bhd (KL:TENAGA) that commenced in 2019.
Despite rejecting the solar acquisition, shareholders approved a resolution to undertake a private placement of up to 20% of JSB’s issued shares. This could see the issuance of up to 119.42 million shares, potentially raising RM45.26 million to fund its 162MW hydropower project in Sipitang, Sabah, known as Project Oriole.
The resolution was supported by 115 shareholders representing 55.61% of the company’s equity. 73 shareholders representing 44.38% of the shares voted against the resolution.
Beroz’s wife is the company’s largest shareholder with a direct 4.572% stake and an indirect 15.671% stake. Second largest shareholder is Lazarus Capital Partners with a direct 6.92% interest.
At the time of writing, shares in JSB were unchanged at 30 sen a share, valuing the group at RM136.1 million.
Trading in JSB's shares was halted for an hour following the announcement of the EGM outcome in the afternoon. The stock is down 30.23% this year.