Renong Whiz Kid Halim Saad sues Nor Mohamad Yakcop

June 7, 2013

Renong Whiz Kid Halim Saad sues Hatchet man Nor Mohamad Yakcop

The Blue Eyed Boy of Renong Investors

MY COMMENT: It has taken 12 years (since 2001) for Tan Sri Halim Saad, the one time Renong Whiz kid to sue Hatchet man Tan Sri Nor Mohamad Yakcop as first Defendant, the Government of Malaysia as Second Defendant and Khazanal Nasional Berhad as Third Defendant over the Renong deal for a sum of nearly RM2 billion plus unspecified amounts for  damages to be determined by the court.

Tan Sri Halim is proceeding with this case now because he is confident that our courts, which has of late been very assertive in its handling criminal and civil cases, will adjudicate this case without succumbing to political pressure; that Tan Sri Nor Mohamad is no longer a Minister in the government and will be treated like any other individual in a civil or criminal case,  and that the mood of our nation is for justice and transparency in affairs of state.

A lot of issues will be exposed once this case is heard in open court. Other bloggers have written about it and I have nothing new to add at this point of time. I would, however, commend Tan Sri Halim Saad for his civil action. Let us hear directly from Renong’s former CEO cum Shareholder .–Din Merican

NST Interview: Tan Sri Halim Saad Speaks Up: Gross Injustice Done to Me

If I was not forced out, and were given a free hand to manage the group, I would have been able to take advantage of the subsequent improvement in the economic conditions to list PLUS, realise the full potential of the Nusajaya land bank and grow the overall assets and business of the Renong/UEM Group.

Some of the strongest criticisms against you have been on the purchase by UEM of Renong shares after the 1997 Asian Financial Crisis and the following put and call option attached to the sale.

A: There have been certain false statements made against me relating to my put and call option on the Renong shares purchased earlier by UEM. Some went on to say that the subsequent cancellation of the put option by UEM was a bailout of me. I feel the need to correct the misstatements made and shed light on the actual events that took place at the time.

Following the 1997 Asian Financial Crisis, UEM undertook the purchase of a 32.6 per cent interest in Renong Bhd (its parent company) in the open market. These shares were not purchased from me or parties related to me.

To appease the minority shareholders, Datuk Seri Anwar Ibrahim, then the Minister of Finance and I agreed that I buy the shares for RM3.2 billion from UEM by way of a put option, although I was under no obligation to do so. I also had to pay a deposit of RM100 million

At the UEM Extraordinary Meeting held on February 14, 1998 to ratify the acquisition of the 32.6 per cent interest in Renong, 85 per cent of UEM shareholders voted in favour.

What steps did you take to fulfil the put option?

Going forward, I had the option of honouring the put option amounting to RM3.2 billion or making a general offer (GO) for all of UEM, which would have made UEM wholly owned by me and the put option would have extinguished by itself. The GO would have been undertaken at a price which would have been fair and satisfactory to all shareholders of UEM.

A Singapore-based investment bank was willing to fund the GO or put option. In view of the introduction of capital controls in September 1998, I sought the assurance of Bank Negara that the money required to fund the exercise could be brought in and taken out of the country at a later date.

Later, at a meeting with Tan Sri Nor Mohamed Yakcop, who was then the Economic  Adviser to the Government, he said: “In no uncertain terms are you to continue with your proposed GO (to take over UEM or Renong) or proceed with the put option (placed on you by UEM).”

This and subsequent actions by the Government forced me to sell off the group to Khazanah Nasional. A takeover by the Government or Khazanah would not have succeeded if I had not given my support. I did confirm my support by way of a letter.

You consequently left the Renong and UEM board late in 2001 following the takeover of Renong/UEM by Khazanah Nasional. Do you think that the takeover was necessary?

I left the Renong/UEM Board on October 3, 2001. Among the reasons put forward by the authorities for the Khazanah takeover of Renong/UEM Group were to prevent a systemic risk to the banking system in Malaysia and to enable a sustained restructuring of the group. This statement was in my opinion unjustified for the following reasons:

1) Renong/UEM was not in a situation where it required a bailout. There was never any bailout. Some writers and analysts have got it wrong. The bonds issued by PLUS/UEM/Renong in 1999 were A-rated and were adequately secured by the group’s internal assets and PLUS (Projek Lebuhraya Utara-Selatan Berhad) cash-flows. Furthermore, they were only due for redemption in mid-2006 and the rating was never downgraded. As such, there was no question of a systemic risk to the banking system in Malaysia.

2) The Renong/UEM Group was fully restructured by mid-2001, except for Putra (running light rail transit line), which was a stand alone debt, and the group’s prized assets were PLUS, the Nusajaya land-bank and Time DotCom.

Most of the debts were project financing and infrastructure-based, where it is common to have a debt-to-equity ratio of 80:20.

During my tenure, the Group companies paid all their debts in full (principal and interest), without being granted any haircuts.  Taking into account the size of the group and the extent of its borrowings, no other company listed in Bursa Malaysia can boast of a similar track record.

4) Nine months after I left Renong/UEM, PLUS was listed on the then KLSE (Kuala Lumpur Stock Exchange), thereby proving that PLUS was ready for listing during my tenure. I had not rushed it because we had up to the year 2006 when the PLUS bonds were due for redemption and we would have gotten better valuation for the shares.

5) As part of Time DotCom’s restructuring, Singtel (the Singapore-based telecommunication service provider) offered RM2.1 billion for a 20 per cent interest in Time DotCom and 108.2 million shares in Time Engineering Bhd.

Singtel valued Time DotCom at around RM8 billion. Moreover, Singtel would have brought value in terms of expertise and skills to grow the business of Time DotCom. At the last minute, I was stopped from proceeding with the Singtel deal and because of time constraints I was forced to accept the less attractive alternative.

Based on the facts I have mentioned, it is clear that I have always had the intention and the ability to honour the call and put option, or alternatively undertake the GO (General Offer) for UEM. Furthermore, despite the Asian financial crisis of 1997, the Renong/UEM group was substantially restructured at the time of my forced departure.

In summary, a gross injustice has been done to me especially when I was denied or stopped from making the payment of RM3.2 billion for the UEM put option/GO and proceeding with Singtel on the RM2.1 billion deal, both of which would have substantially reduced the Group debt of some RM20 billion, most of which were project-related anyway.

Some other companies, like the Lion Group/Amsteel (with RM15 billion in group assets), whose RM10.2 billion debt was mainly neither project-related nor cash flow-based, were not touched and instead given preferential treatment, like exemption from burdensome import duties and granted Approved Permits.

If I was not forced out, and were given a free hand to manage the group, I would have been able to take advantage of the subsequent improvement in the economic conditions to list PLUS, realise the full potential of the Nusajaya land bank and grow the overall assets and business of the Renong/UEM Group.

The Malaysian Insider reports:

by Clara Chooi, Assistant News Editor

Tycoon Tan Sri Halim Saad has mounted a massive legal challenge against the government to demand full settlement of an over RM2 billion deal that forced him to relinquish his controlling stake in Renong Bhd more than a decade ago.

According to digital business magazine The Edge Review, Halim, once the sole corporate nominee of the ruling UMNO, was offered RM1.3 billion in cash and property as well as control of a private waste management company, roughly valued at RM2 billion, in exchange for his disposal of Renong in the 2001 agreement.

But citing people familiar with Halim’s suit, the magazine reported that the business magnate had since only received RM165 million despite giving up his business empire and will be demanding the remainder.

Halim attempted to pressure the government into full settlement, the magazine wrote, but in 2010, former Prime Minister Tun Dr Mahathir Mohamad told him the agreement would not be honoured.

“Halim held numerous meetings with Dr Mahathir — even after the latter quit as Premier in November 2003 — and Nor Mohamed to push for a full settlement but he was repeatedly fobbed off,” the article said.

“Some time in April 2010, Halim met with Dr Mahathir to try to seek a resolution to the matter but was told that the government would not be honouring the agreement.

“Businessmen familiar with the situation say that Dr Mahathir told Halim that he had been informed by Nor Mohamed that the assets taken over by Khazanah belonged to UMNO,” it added.

The Edge Review said Halim then met with Tan Sri Nor Mohamed Yakcop then a Minister in the Prime Minister’s Department in charge of the Economic Planning Unit, who confirmed Dr Mahathir’s words.

According to the magazine and StarBiz today, Nor Mohamed, the Malaysian government and state-owned strategic investment fund Khazanah Nasional Bhd have been named as defendants in multibillion ringgit suit that was filed in April this year.

In the statement of claim sighted by StarBiz, Halim is alleging that the parties had signed the 2001 and/or another 2003 agreement with him with “an intent to deceive him or induce him to enter into both agreements”.

The Edge Review said the suit, set to be one if the biggest corporate battle in the country, will expose for the first time the “behind-the-scenes dealings in several multibillion dollar transactions and contract awards that shaped corporate Malaysia between the mid-1980s and the early part of this decade”.

“Among other things, the executives say that Halim’s suit will provide insights into how UMNO created a political money-making machine around Renong and its associated concern, United Engineers Malaysia Bhd (UEM).

“It will offer Halim’s account of how he ceased to be a business nominee of UMNO and also provide a personal confession of the gruelling years the businessman went through as he battled to keep debt-laden Renong afloat,” the magazine wrote.

Halim, who was in 1984 taken in by former Finance Minister Tun Daim Zainuddin to become UMNO’s sole corporate nominee, had built Renong and UEM into Malaysia’s largest conglomerate, with ventures in the banking, construction, telecommunications, real-estate development and tolled-roads industries.

The Asian financial crisis of 1997 led to the fall in Renong’s share prices and according to The Edge Review, exposed the conglomerate’s poor cash flow and large debt burdens.

According to StarBiz, a business manoeuvre that year in UEM’s purchase of a 32.5 per cent block of shares in Renong did not go down well with the investing public.

“To appease the market, Halim had, in 1998, offered to buy the Renong shares from UEM by way of a ‘put option’,” the business section of English daily The Star reported today.

“The option price for the ‘put’ was RM3.2 billion, which he was to pay in four instalments three in RM100 million instalments and the balance with interest on February 14, 2001, when the option was due.

“Halim was reported to have paid the first RM100 million but could not pay up the second when it was due, which was when Khazanah took over.The sovereign wealth fund took UEM private in 2001 and later cancelled the option,” it reported.

According to The Edge Review, it was Dr Mahathir who stepped up pressure on Halim in 2001, which eventually led to his disposal of control over Renong.

The former Prime minister had purportedly instructed Halim to meet with Nor Mohamed, who was then economic adviser, and the latter was to arrange for the government’s purchase of the tycoon’s interest in Renong.

Citing close associates of Halim, Dr Mahathir’s reason was merely that the one-time UMNO corporate nominee “no longer enjoyed public confidence”.

The digital magazine said Halim did not agree at first, insisting that Renong did not need a bailout as the group had enough assets to cover its outstanding loans.

“The Mahathir administration saw things differently,” The Edge Review wrote. “The group’s slow progress in restructuring its roughly RM13 billion debt was placing a huge strain on the national banking system.”

Under pressure, Halim subsequently gave up his stake in exchange for the nearly RM2 billion deal and Khazanah subsequently took UEM private in 2001.