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some good reading for sharing...
Time Eng/TimeDotCom … Dated Jan 2011 The latest restructuring exercise undertaken by Time Engineering Bhd (Time) may end up making the company cash rich and less vulnerable to being a takeover target as it moves its crown jewel, a 24.9% stake in Time dotCom Bhd (TdC) under the direct ambit of Khazanah Nasional Bhd.
The proposed offer for sale of its TdC stake will benefit Khazanah. The government investment holding arm, which has a 45% stake in Time, can anticipate a healthier portfolio of public-listed communication companies under its umbrella to join the likes of Axiata Group Bhd and Telekom Malaysia Bhd.
To recap Time Eng had proposed renounceable offer for sale of up to 626.18 million shares of RM1 each in TdC at an offer price to be determined later on the basis of eight offer shares for every 10 shares of 20 sen each held in Time.
Time is expected to raise RM300.56 million from the proposed exercise which would enable the company to divest its stake in TdC in a manner that provides shareholders an opportunity to have a direct participation in the prospects and future performance at a discount to the market price.
Further, the divestment will allow Time Engineering to fully or substantially early redeem its outstanding RSLS (redeemable secured loan stocks) issued to Bank Pembangunan Malaysia Bhd, thus benefiting Time Engineering in terms of interest costs savings.
The proposed exercise would enable Time Eng to generate additional funds for working capital purposes, expansion of existing businesses and for investment when such opportunities arises. The exercise is expected to be completed by mid-2011. It is worth noting that the company has been aggressively looking for ICT projects overseas in the past two years since new CEO Steven Lim came on board in May 2009. Time Eng would realise a gain before tax of about RM36.43 million from the offer for sale. The amount was after taking into account current written-down cost of investment of 38 sen per TdC share, accelerated RSLS interest costs of about RM26.19 million and assuming the offer shares at an offer price of 48 sen were fully taken up.
The company also said the gain, which excluded the estimated expenses for the proposed exercise, would increase the consolidated earnings per share of Time by about 4.7 sen based on the issued and paid-up share capital of 775.24 million Time shares. Further, Time would be able to realise a minimum interest cost savings of about RM6.84 million per annum upon early redemption of the RSLS in full.
As at Sept 30, 2010, Time had cash of RM89.41 million, RM261.61 million in loan stocks and shareholders funds of RM216.63 million, or net gearing of 79.5%.
The restructuring may have been done to make Time less vulnerable as a takeover target. It will also allow Khazanah to fetch a higher value proposition should it find a prospective buyer for TdC, as the company will be directly owned and the cost of acquiring it will be much higher than via Time.
Time has, for some time, been rumoured as a takeover target. In July 2010, it was reported that four bidders were interested to acquire UEM Group’s 45% stake in Time, although this was later denied. The key attraction among the bids, it appears, was Time’s now roughly 24.9% stake in TdC.
TdC is rebranding itself as a global a competitor in the Internet bandwidth game, comparing itself to giants such as Japan ’s KDDI and India ’s Bharti Airtel.
In November 2010, TdC proposed a number of acquisitions that would turn it from a local player into a regional player. The company has proposed to pay RM339 million for the Global Transit Group’s entities, which mainly deal with the wholesaling of Internet protocol bandwidth through a stake in an international submarine cable. It will also venture into the data centre business through the acquisition of local data centre player, the AIMS group. All these acquisitions will be paid through the issuance of RM248.1 million worth of TdC shares and a cash payment of RM90.9 million.
The mainstay of these entities comes from the Global Transit Group’s 10% stake in the US$300 million (RM918 million) Unity cable. The 9,620km underwater cable runs from the US to Japan with a design capacity of 4.8 Tbps of data. With a 10% stake, TdC potentially has access to 480 Gbps of bandwidth to sell to regional and local telcos.
At the same time, TdC is strengthening its balance sheet by undertaking a 90% capital reduction exercise to pare down accumulated losses of up to RM3.04 billion from past years. This will be followed by a 5:1 consolidation of TdC shares and a capital repayment to shareholders amounting to RM50.61 million. TdC’s latest 3Q10 results saw net profit surging 75.4% to RM20.9 million from RM11.9 million a year ago.
But if TdC is the key attraction, why were all the past rumoured takeover attempts focused on Time instead? The answer could lie in the relative cost of control to the acquirer given the large difference in market capitalisation between Time and TdC. Time has a market capitalisation than TimeDotcom. Thus, by the same reasoning, Khazanah should be able to get more money by selling the TdC stake directly, rather than via Time. The proposed distribution by Time Eng of its 24.7% stake in TimeDoctCom will effectively remove the threat of any other party emerging as a prominent shareholder in the latter. The gem in TEB is its 24.7% block in TDC, which had a market value of rm466 million at TDC’s closing price of 74 sen. But more than that, anyone who controls TEB will indirectly have a substantial say in TDC. If the sale goes through, Khazanah Nasional will have a direct stake of about 11% in TDC and another 30% via its unit Pulau Kapas Ventures Sdn Bhd. Although the deal seems watertight, it is believed that a group of TEB shareholders are opposed to it. But they collectively hold less than 8% in TEB. These shareholders prefer to see the shares continued to be held by TEB instead of being distributed in an offer for sale exercise to shareholders. After the sale of TDC, the valuation of TEB may be further eroded considering that it will without a major asset. Investors only picked up TEB shares because it was much cheaper entry into TDC. If the sale of TDC is concluded, TEB’s remaining asset will be a 71.25% interest Dagand Net technologies Sdn Bhd. Dagang Net was given the mandate by the government to develop, manage, operate and maintain a portal for the trade facilitation system for a short five years, commencing Sept 2009. Other than Dagang Net, as at end Sept 2010, TEB had cash of rm90 million and receivables, deposits and prepayments of rm28 million. It also had total liabilities of rm286 million, of which rm261 million comprised secured loans backed by its interest in TDC. The issue could also be that the disgruntled shareholders are up against state controlled investment arm Khazanah. The shareholders opposing the distribution need to get at least 50% of shareholder support to scuttle the proposal. But considering that Khazanah already holds 45% of TEB, thus us a major hurdle. It also no secret that Khaznah’s investment in both TDC and TEB has not borne fruit. Khazanah’s 30% block in TDC was acquired of various times and is worth much more than the current price of TDC. In end 2002, Khazanah exchanged rm785 million of its bonds for 253 million TDC shares, valuing TDC at rm3.10 per share and is amounted to 10% of TDC’s equity. TEB had sold three year zero coupon exchangeable bonds to Khazanah in March 2001 as part of a rm3.9 billion debt restructuring scheme after tumbling into difficulties after the 1997/1998 Asian Financial Crisis. TDC’s initial public offering wee priced at RM3.30 a level they have not tested since. The IPO was undersubscribed by 75%, which resulted in many government funds being forced to take up shares in TDC. TEB has made rm1.2 billion from the floatation exercise but much of the proceeds from the listing were utilized for debt restructuring.
Added on March 23, 2011, 10:02 amThis few days TC really pushing uptrend and now seems like heading to 90 cents soon. Perhaps some new projects is in hand?
This post has been edited by ronn77: Mar 23 2011, 10:02 AM
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