A Concerned Investor’s Perspective – Uncertainty Surrounding SMI’s Mandatory General Offer (MGO)

As retail investors, we find ourselves in a state of confusion regarding the ongoing Mandatory General Offer (MGO) of South Malaysia Industries Berhad (SMI). The recent flurry of announcements and legal disputes surrounding the MGO has left us questioning whether this offer is still proceeding and why the communication from SMI’s management and Board of Directors appears to be unclear and contradictory.

On 20 August 2024, the Unconditional Mandatory Takeover Offer was issued by Target 1 Sdn Bhd (T1) through TA Securities Holdings Berhad, offering to acquire all the remaining ordinary shares of SMI at RM0.45 per share. For many of us, this initially presented a clear opportunity to evaluate our position in SMI and decide whether to tender our shares. However, things became much more complicated soon after.

In late August, it was announced that Mr. Mah Sau Cheong, a minority shareholder, had filed an interim injunction to halt the MGO process, seeking clarity and protection for shareholders while the court deliberates on the offer. The situation was further complicated when, on 5 September 2024, the court dismissed the ad interim injunction. Despite this, SMI’s Board of Directors agreed to “prayer (b)” of the Plaintiff’s application, which restrains the company from taking further steps under the MGO until the matter is resolved.

Adding to the confusion, on 13 September 2024, SMI made an announcement stating that, despite the dismissal of the injunction, they would not proceed with the MGO until further court directions are provided following the next hearing, scheduled for 27 October 2024.

From a retail investor’s perspective, this conflicting information is deeply concerning. On the one hand, we were told that the MGO was moving forward after the dismissal of the ad interim injunction. Yet, on the other hand, SMI has agreed to halt the process until further court orders are issued. This mixed messaging has left investors wondering: Is the MGO still on, or has it been effectively paused?

Furthermore, the legal back-and-forth raises a critical question: Why is the management and Board of Directors of SMI, who are responsible for ensuring transparency and protecting shareholder interests, seemingly contributing to the confusion? Instead of providing clear guidance on the MGO’s status, they appear to be adding layers of complexity, making it difficult for retail investors to make informed decisions about our holdings.

As minority shareholders, we expect transparency and timely communication from SMI’s management, especially when it comes to such a significant event as a Mandatory General Offer. Unfortunately, this has not been the case, and we find ourselves in a state of uncertainty. We are left in limbo, unsure whether to act on the RM0.45 offer or wait for the court’s decision at the end of October.

We urge the Board of Directors and management of SMI to clarify the situation. Is the MGO still ongoing? If so, what should we, as shareholders, expect? If not, why has there been such a lack of clear communication to date? We seek answers, not further complications.

With legal actions pending and conflicting announcements being made, it is imperative for Bursa Malaysia, the Securities Commission Malaysia (SC), and the Minority Shareholders Watch Group (MSWG) to step in and ensure that SMI acts in the best interests of all shareholders. The current uncertainty and lack of transparency are unacceptable, and retail investors like ourselves deserve better.

We hope that the upcoming court hearing on 27 October 2024 will provide much-needed clarity. Until then, we continue to monitor the situation closely, but our confidence in the company’s leadership is waning.