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PNB, Liew to be joint offerors in revised takeover of S P Setia

KUALA LUMPUR (Jan 20): S P Setia Bhd president and chief executive officer Tan Sri Liew Kee Sin and Permodalan Nasional Bhd (PNB) will be the joint offeror in the takeover of S P Setia, which is viewed as a "win-win" situation for all parties.

S P Setia said on Friday that this was part of the revised terms of takeover, which would see Liew and PNB working together to grow the value of the company.

"The offer price pursuant to the joint offer will be revised upwards (by five sen each) to RM3.95 for each S P Setia share and 96 sen for each S P Setia warrant," it said, adding the revised offer was agreed upon after the Securities Commission (SC) had reverted with its feedback on Dec 2 to their earlier proposal.

Under the revised offer, PNB, Liew and S P Setia would also ink a management agreement where Liew would remain as group president and CEO for three years following the close of the revised offer.

"As group president and CEO of the company, he will be responsible for and have the sole and exclusive power and authority for the management and general conduct of business of the group," it said.

S P Setia said Liew would be responsible for and have the sole and exclusive power and authority for the management and general conduct of business of the group.

"Based on the terms of the management agreement, PNB shall, for so long as it remains a substantial shareholder of the company, take all steps as shall lie within its power to ensure that Tan Sri Liew will independently manage the group," it said.

S P Setia also said Liew, as a joint offeror, would not accept the revised offer.

"Instead, he would hold on to his direct shareholding in S P Setia amounting to 158.2 million shares (representing approximately 8% of S P Setia)," it said.

S P Setia said PNB agreed, in the three years following the close of the takeover offer, Liew would be given a put option giving him the right to sell his 8% stake to PNB progressively in tranches at the same price of RM3.95 for each S P Setia share, should he desire to do so.

S P Setia said the put option was in consideration of the opportunity cost foregone by  Liew for agreeing to participate as a joint offeror in the takeover offer and therefore to hold on to his 8% direct stake.

To recap, PNB had on Sept 28, 2011, served a takeover notice for S P Setia to the board of directors of the company. However, the takeover plan had much initial concern about the fate and future direction of S P Setia.

Subsequently, PNB president and group CEO Tan Sri Hamad Kama Piah Che Othman, met with Liew on Oct 7, 2011 to reassure him of PNB's best intentions for S P Setia.

Following the meeting, PNB and S P Setia issued a joint statement whereby PNB announced, Liew would continue to lead S P Setia as its group president and CEO and that the existing management team will continue to manage the day-to-day operations.

Since then, the parties had been working out the management rights and incentives for the management and general conduct of S P Setia's business post-takeover.

On Dec 2, the parties submitted a proposal to the SC. Following the SC's feedback, the parties relooked at their proposal which considered the shared commitment and responsibility of the board, Liew and PNB to secure the best possible outcome for all shareholders,

Of importance in the revision was to maintain management continuity of S P Setia, especially its customers who purchased the group's properties based on their trust and confidence in the brand built up by the present management team led by Liew.

On the put option, Liew said he "is highly appreciative of PNB's offer of the put option" as it would enable him to focus on doing his very best to grow the underlying value of the company for the mutual benefit of all shareholders.

"After many months work, I am happy that we have managed to come up with what I believe is a win-win solution for everyone, especially our customers, employees and all shareholders of S P Setia.

"The joint offer also enables a closure to be arrived at finally on uncertainties over takeover matters. More importantly, the joint offer will provide a fresh launching pad for S P Setia to continue pursuing its quest to create even greater value for all stakeholders," Liew said.

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