KUCHING: Kim Hin Industry Bhd’s controlling shareholders — Kim Hin (Malaysia) Sdn Bhd (KHSB) and company’s executive chairman Chua Seng Huat (joint offerors) — have received close to six per cent of the company’s issued shares from minority shareholders when the extended closing date of their offer at 85sen per share ended on August 22.
The joint offerors increased their total shareholdings to 95,986,790 units (68.45%) on closing date on Friday. The additional shares they had acquired included 6,834,040 units (4.87%) from valid acceptances under the offer, 1.27 million shares (0.91%) from open market, and another 150,400 shares (0.11%) (acceptance received but subject to verification), Kim Hin said in a filing with Bursa Malaysia.
Kim Hin, a ceramic tile manufacturer, was notified of the level of acceptance by the joint offerors via their principal adviser, UOB Kay Hian (M) Sdn Bhd.
The joint offerors held 87,732,350 shares (62.56%) when they launched a 85sen a share unconditional voluntary take-over bid for the remaining 52.94 million shares or 37.75 per cent in Kim Hin which they do not already owned on July 4. Kim Hin has a total issued share of about 140.24 million units (excluding treasury shares).
During the offer period, businessman Dato Chew Chiaw Ann emerged as a substantial shareholder in Kim Hin after acquiring 9.41 million shares (6.71%) from the open market.
Kim Hin’s appointed independent adviser NewParadigm Securities Sdn Bhd had advised minority shareholders and non-interest directors to reject the 85sen per share offer. According to NewParadigm, the offer price is “not fair” and “not reasonable” as it is below the company’s fair value, notwithstanding the offer share is at a premium to the historical market prices of Kim Hin shares in the last two years.
Based on the asset-based valuation methodology using the revalued net asset value (RNAV) of Kim Hin shares, NewParadigm said the offer price represents (i) a discount of RM2.25 or approximately 72.58 per cent per Kim Hin share of RM3.10 and (ii) a discount of RM1.03 or approximately 54.79 per cent to the latest unaudited net asset per Kim Hin share of RM1.88 at at March 31, 2025.
A valuation of Kim Hin’s property assets undertaken by Laureclap Sdn Bhd in April 2025,had come up with a net revaluation surplus of about RM170.72 million on 20 investment properties in Malaysia and Singapore.
Kim Hin’s three independent directors — Datuk Sim Kheng Boon, Khoo Soon Kheng and Aw Tai Hui — have all concurred with the findings of NewParadigm, and also recommended minority shareholders to reject the 85sen per share offer.
As some minority shareholders accepted the offer price to sell their shares to the joint offerors, this had resulted in the public shareholding spread in Kim Hin falling to 24.22 per cent on August 14, against the minimum requirement of 25 per cent. On June 4, 2025, Kim Hin’s public shareholding spread stood at 29.51 per cent.
Kim Hin said the shortfall in the public shareholding spread was a direct consequence of valid acceptances pursuant to the offer and the dealing of Kim Hin shares by Chua during the offer period.
Paragraph 8.02(1) of the Listing Requirements stipulates that a listed issuer must ensure that at least 25 per cent of its total listed shares (excluding treasury shares) are in the hands of public shareholders. However, Bursa Securities Malaysia Bhd (Bursa Malaysia) may accept a percentage lower than 25 per cent if it is satisfied that such lower percentage is sufficient for a liquid market of such shares.
In the offer document, the joint offerors have stated that as they do not intend to maintain the listing status of Kim Hin, they will not be taking any steps to address the shortfall in the public shareholding spread in the event that Kim Hin does not meet the 25 per cent requirement after the closing date of the offer.
Based on the listing rules, the non-compliance of the public shareholding spread will not automatically result in the delisting of a listed issuer from the official list of Bursa Malaysia.
If required, Kim Hin had said it would address the matter of the company’s shortfall in the public shareholding spread after the extended closing date of the offer.
