Tuesday, March 08, 2005

Where did the money go? (part 5)

The companies that scammed Sabah out of RM100 million

SPECIAL REPORT ON SABAH’S LOGGING SCANDAL

In part 4 of this report (Wagging the dog: when the head has to follow the tail) we saw how Rintisan Bumi (M) Sdn Bhd, Teras Selasih Sdn Bhd, Terus Pelangi Sdn Bhd and Pinawantai Sdn Bhd managed to buy logs from Yayasan Sabah’s company, Innoprise Corporation Sdn Bhd, at a price of RM50.00 per cubic metre instead of having to pay the prevailing market price then, RM300.00. We also saw how the Chief Minister, Chong Kah Kiat, bulldozed the deal through in spite of the strong resistance from Innoprise Corporation’s Group Chief Executive, Dr Mohd Fowzi Mohd Razi.When Dr Mohd Fowzi protested and pointed out that Sabah would stand to lose about RM100 million (or more, if the log purchases increased), Kah Kiat wrote to him telling him that he should not question the deal as this deal had been set up by Musa Aman long before Dr Mohd Fowzi became the CEO of Innoprise Corporation, or he (Kah Kiat) the Chief Minister of Sabah.In short, the Finance Minister then, Musa Aman, as head of Umno Sabah, called the shots and this deal was his deal. And no one should question it or try to torpedo it.And who are behind these four companies that can wield so much power in Sabah that even the Chief Minister was powerless to resist them?Rintisan Bumi (M) Sdn BhdRintisan Bumi (M) Sdn Bhd, which has a paid up capital of RM1 million, is a wholly owned subsidiary of a public listed company, Permaju Industries Berhad.The two directors are Chai Kin Loong from Jerantut, Pahang and Ma Bin Hing @ Ma Kam Yaw of Seremban, Negeri Sembilan.Rintisan Bumi has RM7 million in fixed assets, RM108 million in investments, current assets of RM6 million, and other assets of RM62 million, against current liabilities of RM59 million.Rintisan Bumi’s operating revenue for 2003 was RM266 million out of which it made a profit of RM47 million. The after tax accumulated profit for 2003 was RM57 million.As mentioned, Rintisan Bumi is wholly owned by Permaju Industries Berhad, a company listed on the KLSE. So let us also look at Permaju Industries Berhad.Permaju Industries BerhadPermaju sees new shareholders with asset injection By Joycelyn Lee, 9.09pm The Edge: June 25, 2002Timber-based Permaju Industries Bhd (PIB) has proposed to acquire Rintisan Bumi (M) Sdn Bhd, a timber log trading company, for RM200 million under a share swap, which will result in the entry of new controlling shareholders.In an announcement on June 21, PIB said it had signed a sale and purchase agreement with the vendors, Ma Bin Hing @ Ma Kam Yew and Chai Kin Loong, to purchase Rintisan Bumi to be satisfied by the issue of 147.06 million PIB shares at RM1.36 each. Ma holds a 51 per cent stake in Rintisan Bumi while Chai holds the remaining 49 per cent.Rintisan Bumi, which is involved in trading of timber logs, has been granted the exclusive rights by Sabah Melale Wood Industries Bhd to purchase all logs and timber extracted from a 129,500ha area in Ulu Segama in Sabah for 10 years.PIB said the supply of logs from Rintisan Bumi would provide the company with an opportunity to diversify its market share into other timber-related activities. It added that the proposed acquisition would revitalise its financial strength by improving its earnings position as well as enhance shareholders' value with the injection of a profitable asset.PIB has also proposed a private placement of 26 million shares to nominated public investors, at an offer price to be determined at a later date. The private placement is to maintain the required minimum 25 per cent public spread.Upon completion of the acquisition and private placement, Ma would have a 25.51 per cent stake in PIB while Chai would have 37.52 per cent.Permaju gains Rintisan plus receivables By Siow Chen Ming The Edge: July 13, 2004Permaju Industries Bhd recently completed the acquisition of a 100% stake in log-trading outfit Rintisan Bumi (M) Sdn Bhd for RM180 million via the issuing of new shares.Interestingly, the acquisition has brought not only new business to the group but also the consolidation into Permaju's balance sheet of RM107.68 million in receivables that were carried by Rintisan Bumi. The receivables are owed by Rintisan Bumi's vendors, who are now Permaju's controlling shareholders. Put simply, the asset-injection exercise has resulted in the vendors owing money to the Permaju group, in which they now own a majority stake and which they manage. "This makes the exercise a bit complicated," says a broker, pointing to past less favourable instances of major shareholders owing money to the listed companies that they controlled. However, an adviser to the exercise says that unlike others, Rintisan Bumi's receivables are secured on a certain number of shares that the vendors have deposited with a stakeholder (trustee) and which has been approved by the Securities Commission (SC) and other relevant authorities. Viewed positively, the receivables of RM107.68 million, if set against the acquisition cost of RM180 million, means that Permaju is only acquiring Rintisan Bumi's log-trading business for around RM72 million. This, of course, is provided that the receivables are fully recovered.According to Permaju's circular to shareholders last March, the receivables carried by Rintisan Bumi were advances to the vendors in the past to fund their private investments. The Sanbumi link Rintisan Bumi's vendors are Ma Bin Hing @ Ma Kam Yaw and Chai Kin Loong (younger brother to Tan Sri Chai Kin Kong and Chai Kim Chong who are major shareholders of listed timber concern Sanbumi Holdings Bhd). Both became the controlling shareholders in Permaju, with an immediate respective direct interest of 40.4% and 38.81%, after selling their entire interests in Rintisan Bumi to Permaju for RM180 million in return for 171.43 million new Permaju shares issued at RM1.05 per share. Meanwhile, Permaju's previous major shareholder, Netkey Corp Sdn Bhd, has had its interests reduced to around 10.4%, from 50% previously. Chai, 37, was subsequently appointed managing director of Permaju. According to the circular, Ma and Chai have given an undertaking to settle the RM107.68 million that they owe by June 30, 2006, via three instalments. The repayments are secured with a certain number of shares that Ma and Chai own in Permaju, which are deposited with a stakeholder. The first payment of RM38 million was settled last month when Ma placed out his 38 million shares at RM1.05 per share to "nominated public investors" -- meaning that the original receivables of RM107.68 million were reduced to RM69.68 million. A subsequent payment of RM22 million is due on June 30, 2005, while the remaining RM47.68 million is to be settled on or before June 30, 2006. Ma and Chai are expected to sell down their shares in Permaju as a financing option to settle their dues, according to the circular. "There may be potential share overhang on the stock because of the expected sale of shares," says a broker. Both Ma and Chai have provided an undertaking to deposit with the stakeholder (trustee) some 95.24 million Permaju shares (stakeholder shares) to secure against the outstanding second and third instalments. This is to fulfil the requirement to maintain a minimum ratio of 1.35:1 between the value of the stakeholder shares (based on par value) and the outstanding sum of RM69.68 million. If Permaju's share price drops below its par value of RM1, Ma and Chai are required to place additional shares so that their value is equivalent to the outstanding sum. In the event of default, the stakeholder will sell the deposited shares to recover the sum. But what if Permaju's share price falls drastically and the recoverable value of the stakeholder shares is unable to match the outstanding sum? "As far as the circular is concerned, the stakeholder shares have addressed the issue of the recoverability of the sum. Nobody can provide a 100% guarantee," says the adviser. After Ma placed out the 38 million shares, Chai and he own around 131.43 million shares (including 95.24 million trustee shares) or a 60.7% stake in Permaju. As the bulk of their shares are now being held by the trustee as security against the receivables, their remaining shareholding may not be sufficient to secure against any sort of profit guarantee on Rintisan Bumi, if there was ever an intention to provide one. "There is no profit guarantee on Rintisan Bumi by the vendors," says the adviser. Permaju, post-acquisition of Rintisan Bumi, is expected to post a pre-tax profit of RM25.59 million and after-tax profit of RM16.29 million for the financial year ending Dec 31, 2004, according to the circular. A pre-tax loss of RM12.87 million had been forecast, had Permaju not implemented the exercise. Rintisan Bumi reported a pre-tax profit (unaudited) of RM46.76 million for the financial year ended Dec 31, 2003, a 116% jump from FY2002's audited pre-tax profit of RM21.6 million amid improved timber market conditions. Rintisan Bumi has a volatile earnings track record. It reported a pre-tax profit of RM1.62 million for the 15 months ended Dec 31, 2001, and RM11.94 million for the 12 months ended Sept 30, 2000. It is worth noting that Permaju is not buying into a timber concession through Rintisan Bumi, but is acquiring the exclusive right to buy logs from a timber concession in the 129,500ha Ulu Segama forest reserve in Lahad Datu, Sabah. The right is for 10 years from Feb 15, 1999, or until all the logs have been extracted, whichever is earlier. Prices for all logs and timber that Rintisan buys from the concession, regardless of species, shall be RM50 per cubic metre, which is adjustable upwards by 10% once every two years from March 1, 2001. Nonetheless, Rintisan Bumi shall bear the royalties and statutory charges payable to the Forestry Department as well as the extraction fee of another RM95 for every cubic metre of log purchased. The adviser said the injection of Rintisan Bumi would ensure a steady supply of logs to Permaju's existing timber products manufacturing activities, and enable it to diversify earnings in terms of sale of logs. However, many analysts have yet to initiate coverage on the company. Permaju gave up some earlier gains to close at RM1.39 last Wednesday from a high of RM1.78 on June 23, the day the additional shares pursuant to the acquisition of Rintisan Bumi started trading on the market. Teras Selasih Sdn BhdThe Directors of Teras Selasih Sdn Bhd are Lim Nyuk Foh and Chok Syn Vun of Sandakan, Sabah. Lim holds 799,000 shares in the company while Chok, only 1,000 shares. But there is a third shareholder, Mohd Zakhir Siddiqy bin Sidek, who holds 200,000 shares though he does not sit on the board.Teras Selasih’s operating revenue for 2003 was RM49 million. But it made a profit of only RM181,000, bringing its accumulated profit up to RM496,844.Its balance sheet is not that impressive either. Its current assets of RM26 million is almost cancelled off by its current liabilities of RM25 million, while it has fixed assets of only RM1.5 million.Terus Pelangi Sdn BhdTerus Pelangi Sdn Bhd is a bit odd. The two directors are Looh Keo @ Looh Lim Teng and Leong Sze Eam both of Bahau, Negeri Sembilan. However, both directors hold only one share each in the company. Its operating revenue for 2000 was RM6 million of which it made a profit of RM558,962. This appears to be its first year of operation as it was incorporated on 7th July 1999. Since 2000, however, no accounts were filed with the Registrar of Companies so we do not know what happened after that.It does have some current assets of RM4 million though, but this is almost wiped out by its current liabilities of RM3.9 million.Maybe Terus Pelangi just went into hibernation after it was replaced in the log deal by Pinawantai Sdn Bhd.Let us then look at Pinawantai, the company that replaced Terus Pelangi in the logging deal.Pinawantai Sdn BhdPinawantai Sdn Bhd is wholly owned by Amalan Menang Sdn Bhd (the company we shall talk about later). The two directors are Looh Yen Loo of Bahau, Negeri Sembilan, and Sy Choon Yen of Batu Pahat, Johor.Are Looh Yen Loo and Looh Lim Teng related? Could be, as they both have the same surname and both live at the same place in Taman ACBE in Bahau.According to the latest accounts filed with the Registrar of Companies, the operating revenue for June 2002 was RM11 million out of which it made a profit of RM1.6 million. Its accumulated profit was RM3 million.The total assets for Pinawantai was about RM10 million against liabilities of RM3.9 million.Amalan Menang Sdn BhdAmalan Menang was registered on 6 March 2000.The two directors of Amalan Menang Sdn Bhd are the same two directors in Pinawantai Sdn Bhd -- Looh Yen Loo of Bahau, Negeri Sembilan, and Sy Choon Yen of Batu Pahat, Johor. And both hold 5,000 shares each in the company.Amalan Menang has not filed any accounts for 2004, 2003, 2002 and 2001, so we can only assess the company based on its 2000 accounts, its first year of operation.For the year ending 2000, Amalan Menang saw a turnover of RM20 million but it made an after-tax loss RM331,947. Against its paid up capital of only RM10,000, this would mean the company is technically insolvent.Amalan Menang does, however, have some assets. Its fixed assets are RM976,691 and current assets RM11 million, with other assets of RM405,536. But it also has liabilities of RM11 million, so these assets are basically financed by debts.In short, Amalan Menang is not a very impressive company unless, since 2000, it has reaped a sizeable amount of profit derived from the logging arrangement it made with Musa Aman. Probably that is why it has not filed its 2001, 2002, 2003 and 2004 accounts. It does not want the public to realise just how much money it has made buying logs from Sabah at way below market price.Oh yes, and one more thing, which of the Negeri Sembilan based companies above is the one with links to Rais Yatim?

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