Could Halim have done it on his own?

June 13, 2013

by Jose Barrock

June 12, 2013

In the second part our series KiniBiz looks at the go-go years, the 1990’s when corporate kingpins such as Halim Saad, of Renong fame thrived, and controlled multi-billion ringgit empires. We also analyse his fall from grace, which he is now attributing to former Minister in the Prime Minister’s Department, Nor Mohamed Yakcop, the Government and state-controlled investment arm Khazanah Nasional Bhd. Could Halim have restructured UEM and Renong and come out unscathed, or did the Government really have to step in?

A head of equity from a local banking group, speaking of the go-go years, of the 1990’s said,  “It was the best of times, it was the worst of times,” taking a leaf out of Charles Dickens’ A Tale of Two Cities.

Her sentiment is understandable. In the 90’s the Malaysian economy was booming. From 1988 to 1997, the Malaysian economy went through a time of broad diversification, sustaining rapid growth averaging 9% annually.

Large scale foreign investments resulted in manufacturing growing from 13.9% of GDP in 1970 to 30% in 1999, largely made up of electronic components, devices and goods.

Foreign investment nudged the benchmark KLSE Composite index to trade above 1,300 in 1994 and the ringgit was trading below 2.5 against the greenback in 1997. There were times when the KLSE was the most active exchange in the world, with trading volumes (not value) exceeding even that of the NYSE.

Stocks such as Repco Holdings Bhd were trading within the RM140 band, despite being loss making — based only on a rumour of a gaming licence in Sabah. Basically everyone, be it hawkers, bus drivers or construction workers were into the stock market, and making money too.

The go-go years

It was against this backdrop that the likes of Halim Saad, of Renong Bhd fame rose to prominence. Halim first surfaced in corporate Malaysia in 1980, aged 27, when he joined former Finance Minister, Daim Zainuddin’s outfit Peremba where he rose to the ranks of corporate services manager.

Prior to Peremba he had a position with a unit of Ford Motor Co, but it was Peremba and the tutelage of Daim that honed his skills for what lay ahead.Often Halim was referred to as Daim’s protégé, but how close the two are now is anyone’s guess, with contrasting stories surfacing.

Halim was, and still is very sharp. He was known to work long hours, which made him an unpopular employer. He came in at about 11am but worked through the night. He would call people at midnight and grill them,” a merchant banker who has known Halim for many years added.

In no time at all, he was also involved in Daim’s personal companies such as Daza Sdn Bhd, which was later sold to Fleet Group, an UMNO linked company. Halim was also a director of Hatibudi Sdn Bhd (appointed in 1984 at the age of 31) a company which in April 1985 acquired a controlling block in United Engineers (M) Bhd from Singapore’s Overseas Chinese Banking Corp.

However in February 1988, a court ruling based on an appeal by the losing faction for leadership in the UMNO General Asembly of 1987 — Tengku Razaleigh Hamzah and Musa Hitam — held that UMNO was illegal, citing membership irregularities.

UMNO was disbanded and reborn as UMNO Baru.With the old UMNO defunct, assets parked under Hatibudi such as UEM, were taken over by the Official Assignee for safekeeping.

Some say the assets were returned to UMNO, with the likes of Halim being merely caretakers, but others claim the assets were taken over by the former trustees and nominees, Halim included.

At UEM, it was no longer Hatibudi that controlled the company but a new entity, Hatibudi Nominees Sdn Bhd, which had the same shareholders, Halim and Anuar Othman.

There are conflicting views on whether Halim was acting on his own or as a nominee. Halim denied to KiniBiz that he was a nominee.

In January 1988, a month before UMNO was disbanded, when the opposition Democratic Action Party sought legal action on the award of the North-South Highway to UEM, Halim is reported to have stated in an affidavit that he held the shares in Hatibudi in trust for UMNO.

However more recently, in Parliamentary proceedings, Oopposition Leader Anwar Ibrahim, who was then Deputy Prime Minister, and Deputy President of UMNO stated that UEM-Renong had no connection to the political party.

Nevertheless, in early 1990, Halim consolidated UMNO’s old assets under Renong, a smallish property company which he took over. Halim controlled more than 50% of Renong. Among the assets acquired by Renong was Fleet Holdings, in which Halim held a 50% stake.

By March 1991, Halim controlled about 73% of Renong; 15.07% directly and the rest indirectly, through shares held under companies such as Fleet Holdings in which Halim had a 50% equity interest.

Among the companies Renong had under its belt were Hatibudi and Fleet Holdings, which in turn had such choice assets as PLUS Expressways Bhd, Commerce Asset Holdings Bhd (now CIMB), Crest Petroleum Bhd (the forerunner to SapuraKencana Petroleum Bhd), New Straits Times Press (M) Bhd, mobile operator TimeCel, Cement Industries of Malaysia and TV3, to name a few.

However by 1997, a stretched Renong was crumbling under the weight of the Asian financial crisis.Then in November 1997, UEM acquired a 32.6% stake or 722.88 million shares in Renong, at RM3.24 per share or for RM2.3 billion, which caused quite a scare in the market, resulting in the benchmark KLCI losing 20% of its value, and a loss of some RM126 billion in market capitalisation.

During that time, the market was a sea of red… it was just so depressing. Everyday there would be a loss. There was widespread panic,” says a veteran remisier attached to a local brokerage.

During that period, there were also so many unanswered issues, like where UEM acquired the huge block of Renong shares. Halim had said that it was bought via open market purchases, but only 625 million Renong shares were traded over the past three months, prior to UEM’s sudden acquisition .

It has never been disclosed who the sellers were. But what is clear is that  they exited at RM3.24 while Renong’s shares plunged to about RM1.50 in a span of days, and UEM’s RM2.3 billion investment was worth slightly over a billion over the next few weeks.

Another question that begged asking was whether UEM’s board had approved the acquisition of the 32.6% in Renong? Shortly after the acquisition, two independent directors of UEM, Ernest Zulliger (left) and Thomas Lee resigned.

This resulted in many speculating that the owners of the 32.6% block got out, selling their shares to UEM, knowing that there was going to be a correction in the market, and leaving UEM to carry the baby.

Halim meanwhile had always maintained that the acquisition by UEM of Renong was a good one as Renong’s net asset value per share was indeed above RM6.10.

In his statement of claim, Halim has it that he was contemplating a general offer for UEM  and had made an offer to buy back the 32.6% via a Put Option at RM3.1 billion.

Those who do not see eye to eye with Halim have it that the Securities Commission which reported to Anwar coerced him into making the offer.

Halim in his statement of claim meanwhile said that he voluntarily made the Put Option, and negotiated for it to be in three staggered payments of RM100 million each in 2001 and the remainder to be paid with interest in May 2002.

Nevertheless his plans fell through.In Halim’s statement of claim he said that he was summoned to the then premier Dr Mahathir Mohamad’s office in Putrajaya, in July 2001 and told to drop his Put Option and shelve his plans of a general offer, and negotiate with Nor Mohamed Yakcop, Mahathir’s hatchet man at that time.

Whether Halim could raise funding for the Put Option or the general offer was a point often debated about, with those close to him maintaining that he had the backing of financial institutions from Singapore while others said funding was close to impossible.

According to his statement of claim, Halim had sought RM1.3 billion in cash, equivalents and land. He also wanted his remaining 16% in Renong to be bought back at RM1.25 per share or RM465 million and requested for the transfer of waste management company Kualiti Alam Sdn Bhd free from encumbrances, as a settlement for him having rescued Fleet Group, along with the sale of Pharmaniaga Bhd to one of Renong’s officials nominated by Halim as well as for him to be released from the Put Option.

Khazanah’s general offer was completed on Oct 8, 2001, but Hamil said Khaznah never fulfilled its part of the bargain in compensating Halim, as the Government was of the opinion that the assets were never Halim’s but Umno’s, as advised by Nor Mohamed.

The feud with Nor Mohamed

The long-standing feud between Halim and Nor Mohamed was not exactly a well-kept secret, with Halim often bitter at having lost his empire.

Adding fuel to the fire, Nor Mohamed in his book, “Notes to the Prime Minister”, touched on the Renong-UEM saga, referring to it as the “bailing out of increasingly unpopular corporate figures.”

Halim had been adamant and had told many in his private circles that the Government’s takeover was in no way a bailout.

Nor Mohamed had also referred to the Renong-UEM group’s debts as affecting the entire stock market, and the Government’s takeover of the two as “a way to resolve, once and for all, the debt issues of the group”

However some say that Halim could have restructured UEM-Renong himself.The key to resuscitating the UEM-Renong group lay in PLUS Expressways Bhd’s floatation exercise which was in July 2002, a mere eight to nine months from the takeover of UEM by Khazanah’s Syarikat Danasaham Sdn Bhd at RM4.50 per share or RM3.7 billion.

The listing of PLUS raised RM2.5 bilion for Khazanah, and with asset sales such as Crest Petroleum, a reduction of stakes in Time dotcom and Time Engineering, Renong’s debt was slashed to RM15 billion from RM30 billion previously.

“Halim had his own plans for restructuring the group. He didn’t need the intervention (by Khazanah),” a source familiar with Halim said. Among others Halim had sought to sell Time Engineering and its fibre optic business to Singapore Telecom (SingTel). But Mahathir scuttled the deal saying, SingTel would “sing and tell.”

Whether Halim could have concluded the restructuring successfully is arguable.Those close to Halim also say that he felt the Government had acted unfairly against him, and the takeover of his vehicles was a ploy to take away his assets, which was planned earlier.

In Nor Mohamed’s book, “Notes to the Prime Minister”, he talks about a meeting with Azman Yahya at Eastin Hotel’s coffee house in Petaling Jaya on June 1, 2001, where the two discussed the takeover of UEM-Renong, after which he brought the issue up with the Mahathir.

In his statement of claim, Halim states that he met Mahathir in July of 2001, and was told to talk to Nor Mohamed, in a meeting which happened on July 12.

What is clear is that Halim has sought legal redress, and is seeking in excess of RM2 billion in return for him giving up his empire, for assets which Halim says the Government via Nor Mohamed had agreed to transfer to him, damages for the breach of the agreement to purchase his 16% in Renong for RM465 million or RM1.25 per share as well as damages for fraudulent misrepresentation, interest and cost, among others.

Interestingly enough, in his statement of claim, Halim said that a witness to all his dealings with Nor Mohamed is Rashid Manaf, a lawyer formerly with Rashid & Lee. Rashid is well known as being the chairman of property developer SP Setia Bhd for about 15 years.

Halim has named Nor Mohamed the first defendant, the Government second defendant and Khazanah third. Certain quarters say that Halim filed the suit on April 17, three days before nomination day for the 13th General Election, which was just concluded, to deter Nor Mohamed from contesting, and preventing him from remaining a Minister.Ironically Nor Mohamed was appointed Deputy Chairman of Khazanah after stepping down from his position as Minister in the Prime Minister’s Department.

Khazanah has come out to say that it “has a strong defence”, against Halim’s allegations, but whether Halim succeeds or not (some fear his action may be time barred), he has certainly caused quite a stir among corporate circles.