GHL Systems shareholders told to reject Actis’ takeover offer

FILE PHOTO: A sales assistant sits behind and under Alipay logos at a train station in Shanghai, February 9, 2015. REUTERS/Aly Song/File Photo

KUALA LUMPUR: AmInvestment Bank Bhd has urged GHL Systems Bhd’s shareholders to reject London-based private equity fund Actis’ takeover offer for the payment services provider’s shares at RM1 each, calling the offer “not fair and not reasonable.”

In its independent advice circular to shareholders, the bank said the RM1 offer was unfair as it was 39 sen or 28.1% lower than the bank’s ascribed value of RM1.39 per GHL share.

AmInvestment Bank also considered the offer not reasonable, given that the proposed price was a discount of 6 to 19 sen (5.7% to 16.0%) per GHL share over the closing market price as at March 30 and the five-day, one-month and three-month volume-weighted average market prices up to March 30.

The counter closed 4 sen lower at RM1.54 on Tuesday, with 2.86 million shares changing hands.

Actis’ mandatory takeover offer was triggered after its special-purpose vehicle Actis Stark (Mauritius) Ltd signed share sale agreements on March 31 with Cycas (a unit of private equity firm Creador) and Tobikiri Capital Ltd (a firm owned by GHL executive vice chairman Simon Loh Wee Hian and his child).

Actis, a leading investor in growth markets, bought a combined 44.37% stake in GHL from them for RM290.24mil or RM1 per share, thus emerging as the largest shareholder.

The offer, which is open until 5pm on March 12, is not conditional on any minimum level of acceptances as Actis and its persons acting in concert (PACs) already hold more than 50% of the voting shares (63.48% as at April 18).

The fund intends to de-list GHL if it and its PACs manage to own at least 75% of GHL shares.

Listed on Bursa Malaysia since 2003, the GHL group manages more than 150,000 points of sale in Asean that enables credit card, debit card, prepaid contactless payment, loyalty, prepaid top up and bill payment collection services. GHL also has software development centres in Wuhan (China), the Philippines and Malaysia.

GHL had on April 3 announced that it would begin offering Alipay payment acceptance services to Malaysian in-stores merchants as well as online merchants. This is similar to a tie-up that it has had with Alipay in Thailand since mid-2016.