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Saturday, October 1, 2011

PNB buys more SP Setia shares to boost takeover position

PETALING JAYA: Permodalan Nasional Bhd (PNB) has bought an additional 23.5 million shares in its takeover target, SP Setia Bhd, in the open market for RM3.868 a share, just 3.2 sen shy of its proposed takeover price of RM3.90.

Maybank Investment Bank Bhd, acting on behalf of PNB, told Bursa Malaysia that the extra 1.3% stake was purchased on Thursday.

On Wednesday, PNB offered to acquire SP Setia shares at RM3.90 each and 91 sen per warrant, which works out to a premium of 11.4% for the ordinary shares and 97.8% for the warrants compared with the pre-suspension closing prices on Tuesday.

The mandatory general offer was triggered after PNB’s stake in SP Setia exceeded the 33% threshold on Tuesday following recent open market purchases.

A foreign bank-backed analyst said PNB might be strengthening its position in SP Setia to show its commitment to the proposed takeover offer.

“While this is not a drastic increase, it enhances the deal’s certainty. The same thing happened when CIMB Group Holdings Bhd attempted to take over Southern Bank,” he said.

Another banking analyst said it was possible that the move was just a simple business decision on PNB’s part. “They bought the 23.5 million shares at a slight discount to its general offer. It is an opportunistic move to get extra stock on the cheap, and why not? I would do the same,” he said.

On whether SP Setia president and CEO Tan Sri Liew Kee Sin was likely to retain his position if the takeover came to pass, the analyst replied: “It would not be good for the management if he leaves.”

Liew is widely credited for having steered SP Setia since 1996 to where it is today and instilled an entrepreneurial spirit in the company.

SP Setia currently has a market capitalisation of RM6.9bil, based on its closing price of RM3.89.

PNB had in a statement expressed confidence in SP Setia’s existing management team and reiterated that, as stated in the notice of takeover, it had every intention of retaining the listed status of the company.

However, SP Setia’s board turned down the offer on the same day and said it was seeking competitive bids as PNB’s bid undervalued the company based on external valuations done before the takeover offer by investment analysts.

SP Setia added that it would appoint an independent adviser soon.

Beyond seeking competing bids from other interested parties, SP Setia will enquire if PNB is interested in revisiting its offer price.

“Based on current regulations, for the offer to be able to proceed, PNB has to obtain the number of acceptances such that it results in PNB owning more than 50% of the total share base of SP Setia. It currently owns 33.16%, implying PNB needs at least 17% of shareholders to accept for the offer to proceed,” said Nomura Equity Research in a report.

HwangDBS Vickers Research had stated that the 50% acceptance was achievable, what with Kumpulan Wang Pesaaran and the Employees Provident Fund (EPF), both state-owned investment funds, collectively having an 18% stake in SP Setia.

After PNB, the EPF and Liew are the second and third largest shareholders of SP Setia, with 13.37% and 11.26% respectively, according to Bloomberg.

SP Setia shares closed two sen higher at RM3.89.

By The Star

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