Was
Friday’s announcement by John Keells Holdings, one of the
country’s richest business conglomerates of a one for five
rights issue sweetened by a one for seven bonus to follow
targeting its lead shareholder who will now be required to raise
billions of rupees to take up his rights and maintain his
percentage if he wishes to do so?
This was the question buzzing in business
circles which was stoutly rejected by JKH Chairman/CEO Susantha
Ratnayake who denied any such motives stressing that the move,
which he said was not underwritten by anybody, was purely
intended to infuse a massive Rs. 12.9 billion into the company.
Mr. Sohli Captain and connected parties
owning/controlling around 20% of JKH, will have to raise some
serious cash if they are to take up their rights and maintain
their percentage, analysts said.
Retired JKH Chairman Ken Balendra, who together
with his wife owns a substantial slice of the company, said
yesterday that he considered the move by his successors a good
one and he would take up his rights raising the necessary money
by pledging some of the shares owned by his family.
``JKH has traditionally taken good care of its
shareholders and given them value for money,’’ he said.
``Getting the new cash will help the debt : equity numbers and
it is likely that the boys have something big in the pipeline.’’
While Ratnayake said that only a simple majority
of shares is required to endorse the directors rights/bonus
proposal, with the rights priced at Rs. 140 per share (inclusive
of a Rs. 130 premium), he agreed that a major shareholder voting
against the move would be a negative even though the motion is
carried.
Analysts believe that JKH whose executive
directors are substantial shareholders – Ratnayake owns slightly
over 2 million shares, Deputy Chairman Ajith Gunawardene over
2.5 million and Sumithra Gunasekera over 0.9 million with these
directors also having large tranches of share options – will
themselves have to raise some big money to take up their rights.
``But it percentage terms, unlike Balendra, none
of the directors are on the list of top 20 shareholders,’’ an
analyst noted. ``They would have no interest in maintaining a
percentage and can, if they wish raise the money they need by
selling off part of their holdings at present market price which
is much higher than the rights price.
``Borrowing against their shares is also an
option that all big shareholders enjoy.’’
JKH traded last week at Rs. 195 a ten-rupee
share, dipping slightly to 194.50 at close of trading on Friday
when the directors took the rights/bonus decision and
communicated it to the market after trading closed.
Knowledgeable business circles are aware that
the JKH board would prefer no individual interest or group
acquiring a 25% stake which would make it possible for them to
block any special resolution. They say that such acquisition
will affect the present liquidity of the share, a proposition
rebutted by others.
The Captain owned/influenced interests
comprising Mr. Sohli Captain who according to the last annual
report of JKH was its single largest shareholder with 12.52% and
companies/family/associate are approaching this 25% plateau and
have in recent weeks being buying at the Rs. 195 price.
Captain is out of the company at present but his
son, Rusi, has been in contact with the JKH hierarchy (both past
and present) following Friday’s announcement. Analysts said that
the Captain interest – two Captains and two companies controlled
by them are in the top 20 shareholders list – together with the
late Mr. Ajith de Fonseka, the third biggest shareholder behind
Captain and Mr. Raj Rajaratnam, who on his own account and the
Galleon Fund with which he is associated are also in the top 20,
have a collective 20% or more..
Fonseka, a very close associate of Captain, was
a co-owner of the Paints and General Industries Group founded by
Captain.
Ratnayake said that he would be taking up his
own rights. It is expected that JKH’s other executive directors
would do likewise.
While JKH had independent non-executive
directors on its board, they are very highly paid in Sri Lankan
terms getting a monthly pay cheque of Rs. 100,000 each, way
above what other blue chips pay non-working directors on their
boards.
``In that context, whether they are able to
resist proposals strongly urged by the executive directors come
into question,’’ one analyst said.
In making its announcement on Friday JKH said
that it has ``recently made substantial investments, including
acquisition of two hotel properties in the Maldives, the
construction of a new hotel in the Maldives, the construction of
the second apartment complex - ``The Emperor’’ (on the old
Oberoi hotel grounds), the setting of a business process
outsourcing (BPO) company and the purchase of an additional
stake in South Asia Gateway Terminals (Pvt) Ltd.
``The proceeds of the rights issue will
strengthen the balance sheet and fund the company’s project
pipeline.’’