HLBank/EONCAP ... Mar10

All the seven resolutions at EON Capital's EGM requisitioned by substantial shareholder Rin Kei Mei were passed with almost 70% shareholder approval on March15 2010.

Six new directors received 69.21% approval from shareholders to be appointed to the board while Wee Hoe Soon @ Gooi Hoe Soon received 97% approval.

It was now up to Bank Negara Malaysia (BNM) whether to approve of the new directors or not, and that the names had been submited fo approval "a few weeks ago".

At the meantime, none of the EONCap's present directors is resigning, and that Rin also did not know about rumours that Affin Holdings was interested in submitting a bid to buy a stake in EONCap.

[Rin's companies] Kualapura (M) Sdn Bhd and Lintang Emas Sdn Bhd would write in to the board of EONCap to ask them to write to Hong Leong Bank and ask them to revisit their offer.

Substantial shareholder Khazanah Nasional Bhd, which has a 10% stake, voted in favour of the new directors, while it was rumoured that the Employees Provident Fund (EPF) abstained.

Rin Kin Mei, a substantial shareholder of EON Capital Bhd (EONCap), has won shareholders’ support to appoint seven directors but Hong Leong Bank Bhd (HLBB) has yet to revive its offer to take over the group’s assets and liabilities.

The banking group was currently reviewing its plan to acquire the assets and liabilities of EONCap. HLBB would reassess the situation following the appointment of seven additional independent directors at EONCap — a move initiated by Rin, who has a 15.4% stake in the banking group.

HLBB is currently reviewing its position and thus will not at present be resubmitting its offer to acquire the entire assets and liabilities of EON Capital.

If HLBB were to resubmit its offer, it would only do so after Bank Negara has approved the appointment of the seven new EONCap directors. This is because a second offer will have a better chance of succeeding with the seven new faces on the board.

Sources say some directors might tender their resignations at the coming board meeting, in response to the proposed appointment of new directors.

The new board line-up, if approved, could be in favour of Rin, as he has eight representatives: six new directors and two from the old line-up versus two representatives from the other major shareholder, Primus Pacific Partners. The other four are independent directors.

If HLBB decides to revive its offer, there is a high probability that the majority of the shareholders would vote in favour as it also believes a new offer would be slightly higher than the original RM7.10 a share.

It would take about two weeks to a month for the central bank to decide if the newly elected are fit for EONCap’s board before they are officially deemed directors. The directors are all from financial institutions so they have passed the fit and proper test to be directors of a financial institution. The thing now is, if they are suitable to be on EON Capital’s board,

The newly appointed directors are Tengku Ahmad Faisal Tengku Ibrahim (ING Insurance’s board), Tengku Azman Ibni Sultan Abu Bakar (Syarikat Takaful Malaysia), Haron Siraj (Jerneh Asia), Zana Rina Zahari (MAA Holdings), Wee Hoe Soon (EON Bank Bhd), Nicholas John Lough (MAAKL Mutual), and Ahmad Riza Basir (Jerneh Asia and Manulife Holdings).

Once the central bank has determined that the candidates are “fit and proper” to become directors in the banking group, Rin would urge the board to write to HLBB to revive its offer.

All said, an offer by HLBB has yet to be seen. Meanwhile, no one can rule out the possibility that other parties may also compete with Tan Sri Quek Leng Chan for EONCap’s banking assets.

Although no official announcement was made, speculation is rife that other banking groups, including Affin Holdings Bhd and Alliance Financial Group Bhd, are also keen on EON Bank Bhd.

On another development, SC came up with a consultation paper on asset sales that will have implications for Hong Leong Banj Bhd’s offer to buy the assets and liabilities of EON Capital. Although the offer has lapsed, there is still talk that HLBB may revive it.

The new ruling will likely be in place in May – June 2010, time is now key to whether the sale of EON Capital will ultimately see the light of the day.

For Primus Pacific Partners, who opposes the sale of the banking group to HLBB, the new ruling works in its favors, since it is EON Capital’s single largest shareholder with a 20.2% block.

However industry observers say the two months before the implementation of the ruling may be challenging for Primus, as EON Capital’s new board will be working furiously to get a revised offer from HLBB, as soon as BNM gives the nod for the entry of its seven new independent directors.

Given the new SC ruling, Primus is no longer the only one racing against the time. The new SC ruling puts some pressure on EON Capital ‘s new board to expedite the banking group’s sale before the requirements kick in.

Note that even if all four of EON Capital’s major shareholders are keen to dispose their stakes in the banking group, the four stakes combined stand at 54.6%, which is insufficient to push through the sale when the threshold is raised to 75%.

However, how quickly Rin can push through the EON Capital deal depends on BNM’s approval of the seven new independent directors. Industry observers say approval for new directors usually takes one and a half months but it is difficult to predict whether or not the central bank might give the nod to the new directors earlier than expected.

There is also news that a group of private investors from Middle East has sought BNM’s approval to negotiate with EON Capital shareholders to acquire a stake in the banking group. It is learnt that the group of investors submitted a proposal to the central bank early March 2010 and is eyeing Rin’s 15.5% stake in EON Capital.

The investors offered to pay between US$300 million and US$400 million which represents an offer price of RM9.20 apiece.

The group is also keen on acquiring Khazanah Nasional’s and Tiong’s stake in EON Capital.

The more imminent issue for now is keeping a balanced board in EON Capital. The central bank is believed to want two out of the four independent directors who resigned to stay to ensure that the EON Capital board is still functioning.