By JEEVA ARULAMPALAM
PETALING JAYA: Securities Commission (SC) chairman Tan Sri Zarinah Anwar has recused herself from all reviews pertaining to Sime Darby Bhd's 30% stake purchase in Eastern & Oriental Bhd (E&O).
An SC spokesman told StarBiz yesterday that Zarinah had recused herself from the onset of the reviews in accordance with the SC's internal governance processes and that the reviews were being led by the most senior commission members, Datuk Francis Tan and Datuk Gumuri Hussain.
The regulator is also still examining the circumstances surrounding the transaction for any Takeover Code 2010 implications and reviewing all stock transactions by all parties over the relevant period related to this matter.
“The outcome of these two reviews will only be known after all the relevant facts have been established,” the SC spokesman said via email.
Zarinah's move to distance herself from ongoing reviews into the Sime Darby-E&O deal comes as her spouse, E&O chairman Datuk Azizan Abd Rahman, was in the spotlight last week over his E&O share transactions leading up to the deal being announced on Aug 28.
Azizan had purchased some 450,000 shares from the open market involving five separate transactions from April to August this year, with the last purchase of 100,000 shares taking place on Aug 12. Three of the transactions were done between July and August.
However, Azizan defended his share purchases ahead of Sime Darby's E&O acquisition. He told StarBiz last week that the deal was a private transaction between major E&O shareholders and Sime Darby and did not require board approval. As it was not discussed at the board level, Azizan said that board members were not privy to the transaction and continued to trade in accordance with the prevailing rules and had made appropriate filings with Bursa Malaysia.
Meanwhile, E&O shares continued to draw interest yesterday, gaining four sen and large volumes changing hands, as speculators hoped a general offer (GO) was on the cards for the company.
Market speculators are waiting for the regulator to decide if Sime Darby would be required to make a mandatory general offer (MGO) for E&O shares not already owned by it. E&O's price gained 2.5% to RM1.64 with some 17.22 million shares traded yesterday.
Analysts said E&O's share price appreciation against the decline seen in the broader market yesterday was reflective of the stock pricing in a potential GO.
“While speculators may be expecting a GO to be made, I don't think there will be one as the regulators will likely find in favour of Sime Darby and not require it to make a MGO,” said a foreign bank-backed analyst covering E&O.
Sime Darby president and group chief executive Datuk Mohd Bakke Salleh told StarBiz last Friday that Sime Darby would only make a GO at the right time and that he was comfortable with its current 30% stake and purchase price for E&O shares.
Bakke added that a 30% stake purchase was the logical step for Sime Darby, given that E&O was a listed company and it would not be able to carry out a due diligence or feasibility study on E&O.
The conglomerate had announced on Aug 28 that it was to buy 273 million shares and 60 million irredeemable convertible secured loan stocks, or a 30% stake, for a total of RM766mil (or RM2.30 per share) from there vendors E&O managing director and founding member Datuk Tham Ka Hon, Tan Sri Wan Azmi Wan Hamzah and Singapore-listed GK Goh Holdings Ltd. Sime Darby bought the stake at a 60% premium to market price.
While the Takeover Code states that an MGO is only triggered by a 33% or more change in shareholding, there are other instances where control can be deemed to have passed, thereby giving the regulator the power to require the buyer to make a GO.
The possibility of triggering an MGO arises if an acquirer has bought between 20% and 33% of a listed company and the vendor of the shares still retain shares in the company (to the extent that if combined with the buyer, the total would be more than 33%).
All three vendors of the E&O block of shares being sold to Sime Darby will still retain a collective 12% in E&O post-transaction.
Azizan Rahman suku sakat bekas PM Tun Abdullah Badawi yang dilihat sebagai bakal calun Ahli Parlimen Kawasan Sungai Petani dalam PRU13 yang akan datang sedikit tercalar dengan berita-berita ‘insider trading’ seperti di atas.
Menghadapi PRU untuk kawasan Sungai Petani bukan sedikit wang yang perlu dilaburkan kerana ‘gatekeeper’ kawasan itu seperti buaya kehausan dimana bukan setakat daging segar malah bangkai pun dilahapnya.
Rakyat ghurka pengundi di bawah seperti di Kota Kuala Muda dan Pantai Merdeka bukannya faham apa itu ‘insider trading’, mereka hanya tahu jika ada skim cepat kaya mereka pun ingin menjadi kaya dan melabur akhirnya mereka ditipu.
Mereka tertipu oleh penganjur skim cepat kaya yang pandai bercakap dan kelentong di kedai kopi Kota Kuala Muda.
Wang mereka hangus bukan di Bursa Saham Kuala Lumpur tetapi di kedai kopi. Mereka mudah tergoda dan terpengaruh dengan korperat-korperat kononnya kaya jutaan ringgit.
Diharap mereka tidak tertipu lagi dan bacalah akhbar The Star berita yang di atas bahawa tokoh mereka sedang bergelut suami isteri untuk menegakkan benang basah.
Itu lah nasib rakyat di bawah.