KUALA LUMPUR (May 7): Major shareholders of Amcorp Properties Bhd (Amprop) have proposed to take the company private via selective capital reduction (SCR) and repayment exercise of 90 sen per share.

The repayment of 90 sen per share is at 35.5 sen, 65% premium over its last traded price of 54.5 sen.

The shareholders comprise Amcorp Group Bhd, Clear Goal Sdn Bhd and banker Tan Sri Azman Hashim together with Amprop Trust, of which Azman has deemed interest, said Amprop in a filing.

“The board, save for the interested directors, will deliberate on the proposed SCR and decide on the next course of action,” it said.

Prior to the announcement, Amprop share capital comprised RM807.87 million across 733.18 million shares and 509.3 million outstanding Class B redeemable convertible preference shares (RCPS B).

Amcorp Group holds 98.17% of the RCPS B, with another 0.03% held by Azman Hashim for a total combined holding of 98.2%.

As part of the exercise, the parties will convert 509.3 million RCPS held into 490.16 million new Amprop shares as part of the exercise.

The shareholders also intend to invoke the mandatory conversion of the remaining 1.8% RCPS B into 9.14 million new Amprop shares at an upcoming EGM.

Amprop also has 74.58 million outstanding one-for-one employees’ share scheme (ESS) options with exercise price ranging between 36 sen to 59 sen per option.

Not taking into account 18.35 million treasury shares held by the company and the ESS conversions, the proposal will result in the parties increasing their stake to 1.03 billion shares or 84.01% stake, from 73.42% — and resulting in Amprop’s public spread falling below the 25% mark.

This comprises Amcorp Group (81.33%), Azman Hashim (0.03%), Amprop Trust (2.37%), and other persons acting in concert (0.28%). Clear Goal, which is the investment vehicle of Azman Hashim, has deemed interest in Amcorp Group.

Compared with the offer price of 90 sen per share, Amprop’s unaudited net asset per share at end-2020 stood at RM1.11 apiece.

The counter’s volume-weighted average share price stood at between 38 sen and 45 sen for the period of five days up to six months.

Shares of the property group have been on the downtrend since 2016, when it hovered above 90 sen per share. Earnings have been lumpy, although the company has consistently paid dividends for the financial years ended September 2011 (FY11) up until FY20 save for once in FY14.

The counter has gained 10 sen or 22.45% since the last week of April, and last closed at 54.5 sen, valuing the group at RM399.58 million.

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