Media Statement: 26th January 2001
SECURITIES COMMISSION: PLEASE STAND UP

The yet-to-be-completed acquisition by Minister of Finance Incorporated of shares in Malaysian Airline System Berhad (MAS) from Naluri Bhd. will result in the Minister of Finance Incorporated acting in concert with the Employees Provident Fund and the Pension Fund in acquiring and controlling 51.04% of shares in MAS. This represents a shareholding of 393 million out of 770 million of the issued and paid up capital of MAS.

The above acquisition triggers a Mandatory General Offer (MGO) under Section 6 of the Malaysian Code on Takeovers and Mergers 1998. The Code requires the Minister of Finance Incorporated to make a similar offer to the remaining shareholders of MAS to purchase their shares at RM8.00 per share; i.e. equal to the price that the Minister pays to Naluri Bhd., a company majority-owned by Tan Sri Tajudin Ramli. Besides Tan Sri Tajudin Ramli, MAS has at least 19,600 other shareholders who should receive equal treatment from the Minister of Finance. It is the duty of the Securities Commission to ensure minority shareholders of MAS be treated fairly and equitably.

Parti Keadilan Nasional [keADILan] regrets that the Minister of Finance had on the 18th January 2001 expressed his intention to obtain a waiver from the Securities Commission of making the MGO. This is yet another attempt by the Minister of Finance to deny minority shareholders who are majority in numbers to make capital gains on their investments. A few months ago a similar waiver were granted to Tan Sri Halim Saad when he secretly amassed substantial shares in Renong Bhd. to more than 50% of the paid up capital. The question is; would the Chairman of the Securities Commission refuse the application for waiver when the Minister his boss?

It is still fresh in the mind of the Malaysian public the Prime Minister's proclamation about equity and fairness in the laws and regulations governing companies. In particular he pointed out the requirements that MGO protects the interest of minority shareholders. keADILan wish to remain the Putrajaya Government to practise what it preaches. There should not be double standards. One standard for the favoured sons and daughters of the land and another different standard to apply to the vast majority who have no access to the corridors of power.

keADILan wish to join hands with minority shareholders of MAS who are majority in numbers to appeal to the Chairman of the Securities Commission to stand firm by the principles of the Malaysian Code on Takeovers and Mergers 1998 and not to grant any waiver to the Minister of Finance Incorporated. The Minister must make a Mandatory General Offer to all existing shareholders of MAS to purchase their shares at RM8.00 each, equal to the price the Minister pays Naluri Bhd. The sum to be expended is worthwhile considering the further damages that it would inflict on the integrity of the Securities Commission if a waiver is granted.

MOHD ANUAR TAHIR
Secretary General