Page 33 - SC SCAR 2023 ENGLISH Flipbook
P. 33

                                PART 2 REGULATORY PERFORMANCE AND OUTCOMES
 The SC cleared 10 offer documents involving a total offer value7 of RM5.53 billion or an average of RM553.43 million per offer. This represented an increase of RM3.43 billion against the previous year (2022: 18 offers with total offer value of RM2.10 billion, averaging RM116.93 million per offer). Three of the 10 offers were undertaken by way of schemes, similar to 2022.
The largest offer in 2023 was by Sime Darby Enterprise Sdn Bhd (a wholly owned subsidiary of Sime Darby Bhd) for the remaining shares in UMW Holdings Bhd. At RM2.27 billion in offer value, it accounted for 41% of the total offer value in 2023. Other notable offers in terms of offer value include the offers by Lembaga Tabung Angkatan Tentera (LTAT) for the remaining shares in Boustead Plantations Bhd at RM1.96 billion and in Boustead Holdings Bhd at RM703.25 million. The remaining offers were significantly smaller and comprised the offers for Ewein Bhd, Cyberjaya Education Bhd (formerly known as Minda Global Bhd), Damansara Holdings Bhd, Systech Bhd and MBf Corporation Bhd, NCB Holdings Bhd and Ajiya Bhd, all of which had offer values below RM100 million each.
Of the 10 offers in 2023, seven were in relation to offeree companies listed on the Main Market, one in relation to an offeree company listed on the ACE Market (Systech Bhd) and two in relation to an unlisted public company (MBf Corporation Bhd and NCB Holdings Bhd). There were fewer privatisation exercises with only three proposed in 2023 (2022: five privatisation exercises). Two of the companies have since been successfully delisted from the stock exchange as at 31 December 2023.
Sector-wise, the consumer products and services sector was the highest in terms of offer value with RM2.34 billion, representing 42% of the total offer value or 20% of the total number of offers and comprised the offers for UMW Holdings Bhd and Cyberjaya Education Bhd (formerly known as Minda Global Bhd). This was followed by the plantation sector with a total offer value of RM1.96 billion, representing 35% of the total offer value or 10% of the total number of offers, and comprised the offer for Boustead Plantations Bhd.
The SC also cleared 13 IACs, nine of which were in relation to take-over offers/schemes and four in relation to exemptions from the mandatory offer obligation pursuant to the whitewash procedures (2022: 25 IACs). Four whitewash circulars were also cleared in relation to exemptions from the mandatory offer obligation (2022: 3 whitewash circulars). Notwithstanding the moderation in take-over and merger activities compared to the preceding year, the number of applications for exemptions from having to undertake a mandatory take-over offer increased from 11 in 2022 to 19 in 2023. Six applications were related to whitewash exemptions while the remaining 13 applications involved acquisitions or transfer of shares within members of a group of persons acting in concert pursuant to succession planning or internal reorganisation exercises.
The SC also considered 16 applications for various matters under the CMSA and the Rules, including applications relating to appointment and/or resignation of directors of the offeree during the offer period and applications for extension of time to meet certain obligations under the Rules.
The value of the total number of securities subject to the offer/scheme based on the offer price.

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