CLICK TO ENLARGE PETALING JAYA: The Federal Land Development Authority (Felda) appears to have gone for the cheaper option by proposing to take unit, FGV Holdings Bhd, private instead of paying more for cancelling the land lease agreement (LLA) when it launched a takeover offer for the planter. In offering RM1.30 a share, it’s been estimated that Felda would have to pay less to take over FGV compared with between RM3.5bil and RM4.3bil for cancelling the LLA with FGV. This was before calculating the cost of the 68 palm oil mills Felda wanted to buy that belong to FGV. Felda is proposing a takeover of FGV at 2.3% above Monday’s closing price of RM1.27. In making the obvious choice, Felda, which owns 775.02 million shares or a 21.24% stake in FGV, has signed conditional agreements with Kumpulan Wang Persaraan (Diperbadanan) or KWAP and Urusharta Jamaah Sdn Bhd to acquire an additional 13.88% stake from them. Maybank Investment Bank (Maybank IB), which is the principal adviser for the exercise, said Felda and the parties acting in concert (PAC) would own more than 50% of FGV shares upon completion of the proposed acquisition. Felda would make a mandatory takeover offer for all the remaining shares. FGV, carved out from Felda, was listed at RM4.55 on Bursa Malaysia in June 2012. “On Oct 30, Felda announced that it was embarking on a transformation plan to make Felda financially independent and sustainable. The plan entails, inter alia, enhancing its core income from its lands. “This potentially involves terminating the LLA with FGV and taking over the related palm oil mills subject to satisfactory discussions with FGV, ” said Maybank IB on the proposed takeover offer. Concurrently, Maybank IB said the proposals were also considered and based on the information from financial and legal advisers, adding that the proposals represented the most efficient approach for Felda. “The proposed acquisition represents an opportunity for Felda to obtain statutory control of FGV, together with the PACs to pursue its transformation plan and to restructure Felda and its related companies to strengthen its core business in the plantation sector. “The proposed acquisition will enhance Felda’s ability to control the plantation land and integrated value-chain of FGV and its subsidiaries, which will pave the way of greater cooperation in the business activities of Felda and FGV Group, and provide Felda access to high value-added downstream activities undertaken by FGV Group in the plantation sector.” Maybank IB said Felda signed a conditional agreement with KWAP to acquire a 6.10% stake or 222.48 million shares or 6.1% for cash consideration for RM289.20mil. It also signed a conditional agreement with Urusharta Jamaah to acquire a 7.78% stake or 283.71 million shares for RM368.80mil. Through the increase in operational and financial efficiencies by streamlining the entire value chain of upstream and downstream operations in the plantation sector respectively held by Felda and FGV Group, Maybank IB said the proposed acquisition is expected to contribute positively to the future earnings of Felda and create sustainable synergies within the enlarged Felda group. “This in turn will allow Felda to have sustainable cashflows to restore its performance and sustainability.” FGV posted a net profit of RM136.89mil in the third quarter ended Sept 30 from a loss of RM262.41mil a year earlier, thanks to higher crude palm oil (CPO) prices and lower losses from its sugar refinery business. During the quarter under review, the group said CPO prices averaged at RM2,645 per tonne, higher than CPO prices it realised a year ago at RM1,983 per tonne. Its revenue for the quarter jumped 12.4% to RM3.99bil from RM3.55bil previously. For the first nine months of the financial year 2020, FGV’s net profit stood at RM15.09mil compared with a loss of RM317.98mil a year earlier. It posted lower revenue for the period at RM10.06bil from RM10.10bil previously. The better performance was due to higher profit registered in the plantation sector as a result of higher price of CPO and lower fair value charge of the land lease agreement of RM256.95mil compared with RM278.44mil registered in the previous year. CGS-CIMB in a recent report expected FGV to report lower core profit in the fourth quarter, due to lower fresh fruit bunch (FFB) output, higher fertiliser costs and lease payment. “We raise our 2020 to 2022 net profit to reflect higher CPO price assumptions, higher sugar contributions and lower FFB output assumption. While we are positive on the turnaround in earnings, we remain concerned over the potential plans by Felda to terminate the land lease agreement and buy back the palm oil mills, which will dampen future earnings prospects of FGV, ” said CGS-CIMB. “The group also revealed that it has not received any termination notice from Felda on the land lease agreement and indicated that the agreement is not definitive on whether the calculation of profit compensation for the estates should be based on the latest audited figure of earnings, when the termination notice is served, or 18 months after the termination notice, or in between.”
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