Thursday February 28, 2013

Offer for MBf

PETALING JAYA: Tor Private Limited, Nadin Holdings Sdn Bhd, Impact Action Sdn Bhd and Market Share Investments Limited (joint offerors) are acquiring MBf Holdings Bhd via all of its remaining shares, warrants and redeemable convertible secured loan stocks or RCSLS not already owned by them for a cash offer of RM1.50, 50 sen and RM4.64, respectively.

The offer will remain open for acceptance until 5pm on March 20, 2012.

Tan Sri Dr Ninian Mogan Lourdenadin, Puan Sri Matrona D'Cruz, Mohd Dahili Mansor and Susan Rajanayagam are the persons acting in concert from these four companies.

The joint offerors do not intend to maintain the listing status of MBf.

Since Oct 29, 2009, MBf has not been compliant with the listing requirements, which stipulate that the public shareholding spread must be at least 25%.

As of the date of the notice, the public shareholding spread was 10.42%. Ninian, via his privately held vehicles, owns 89.09% of MBf.

MBf said that due to low demand for its shares and difficulties in procuring institutional investors as a result of challenging market conditions, concerns regarding the economic and political climate in Papua New Guinea, Fiji, Vanuatu, Solomon Islands and Tonga - where its business operations are principally located - coupled with the fact that the last extension by Bursa Malaysia for it to rectify the public shareholding spread expired on Feb 12, 2012, it has been challenging for the joint offerors to place out their MBf shares.

“Upon disposal of the credit card business, which was completed on Dec 3, 2012, the MBf Group's revenue would mainly be generated from its businesses in the South Pacific Islands, particularly the automotive business in Papua New Guinea and Fiji as well as the retail and wholesale business in Fiji,” it said.

The retail and wholesale business in Fiji comprises the operations of Morris Hedstrom, the supermarket and homemaker operator, and hardware businesses.

MBf said that due to the remoteness and frequently changing political landscape in the South Pacific Islands, the risk profile of the group may change.

In addition, the automotive and retail and wholesale business are capital-intensive and not expected to provide stable returns within the next two to five years.

“Thus, the offer provides an opportunity for the joint offerors to realign and reorganise the remaining businesses under a private ownership structure where it deems fit while providing an exit strategy for the existing shareholders,” noted the company.

The joint offerors intend to continue with the existing businesses of the MBf Group. Nonetheless, they may review the businesses and operations which they consider suitable for the future growth of the business operations of the group.

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