Pasdec shareholders advised to reject takeover offer

PETALING JAYA: Independent adviser Public Investment Bank Bhd (PIVB) has advised Pasdec Holdings Bhd shareholders to reject the takeover offer by Jasa Imani Sdn Bhd.
In its independent advice circular, PIVB said that the offer is "not fair" and "not reasonable".
Jasa Imani is ultimately held by Pasdec executive director Datuk Seri Tew Kim Thin, who proposed to pay 52.5 sen per share for the remaining 228.41 million shares representing a 57.05% stake that he does not own in Pasdec.
He also made an offer of 1 sen per warrant for the remaining 35.78 million warrants representing 31.28% of the total number of warrants in Pasdec.
PIVB said the offer is "not fair" as the share offer price is lower than the estimated revalued net asset value (RNAV) per Pasdec share of RM2.11, which represents a substantial discount of RM1.585 or 75.12% to the estimated RNAV per Pasdec share.
In addition, the warrant offer price is at a discount of 9 sen or 90% to the theoretical value of warrant as at July 2, 2018 being the last full trading day.
The offer is also deemed "not reasonable" as the offeror intends to maintain the listing status of Pasdec thus the Pasdec shares and the warrants will remain traded on Bursa Securities.
"The holders will still be able to participate in the trading of the Pasdec shares and the warrants. In the event that Pasdec declares any distributions in the future, holders are entitled to receive the distributions," it said.
In its letter to the shareholders, the board of directors concurred with the evaluation and recommendation of PIVB that the offer is "not fair" and "not reasonable" and recommended that shareholders reject the offer.
Pasdec received a conditional mandatory general offer from Tew via Jasa Imani on July 3, 2018, following the subscription of rights shares with warrants in the group which increased Tew's shareholding to 38.61% from 27.98%.
This resulted in Tew and the persons acting in concert having a collective shareholding of 42.26%, from 31.68% previously.
The first closing date of the offer is 5pm on Aug 14, 2018.