Malaysian Insider’s sinister agenda to divert away from ‘share-swap deal’

The snakey-est corporate deal ever: Malaysia Airlines-AirAsia 'share swap'

The hottest business this week is the ‘Malaysia Airlines-AirAsia share swap’ deal. It got so many reactions despite the mainstream media playing the text-book perspective on how positive and progressive the ‘strategic alliance’ is. In the many criticism of the alternative media, The Malaysian Insider in its usual sinister agenda misled the focus of the issue away from the crux of the deal and how it would benefit Malaysia Airlines.

Suspiciously, looks like Kalimullah “Riong Kali” Hassan playing his cards to deflect the issue away.

The Malaysian Insider the past few days felt that it was important to highlight the current suit and counter suit between Danaharta and former Malaysia Airlines, TRI and Naluri Chairman Tan Sri Tajuddin. They were compelled to skew the on-going civil case, even to a point of false reporting and getting quotations meant to demonise a onetime power Malay business baron.

They even got quotations from the Opposition, to show the ruling party’s patronage on certain business personalities is still very much alive, just like former-abuse-of-power-convict Anwar “Mat King Leather” Ibrahim’s immediate charge against then Dato’ Seri Dr Mahathir Mohamad when the former was sacked as Deputy Prime Minister on 2 September 1998, ‘cronyism’.

The case was about complications of a business loan spinning into a very vicious cycle and eventually turned bad. A straight forward term loan was raised by Tajuddin as a ‘privatisation project to improve financial and profitability of Malaysia Airlines’. Many also want to be believe that then he was asked to take over Malaysia Airlines from Bank Negara in 1994 for RM 1.792 billion. The taking-over of Malaysia Airlines shares from Bank Negara alone was a story which has a very interesting history to it.

The RM 1.792 billion was raised via a term loan syndicated through RHB Bank. The collateral of the loan then was 130 million of TRI shares, 309.6 million of Naluri shares and 45.2 million of Promet Langkawi shares.

Then came the Asian financial crisis of 1997/8. Business was bad and Tajuddin and his group was cash strapped. His loan defaulted. It became non-performing loan.

As an after math of the 1997/8 Asian Financial crisis, RM 90 billion worth of loans defaulted and became non performing loans (NPLs). Government of Malaysia set up Danaharta to take-over these NPLs from the financial institution so that they could move on. Instead, Danaharta would do its best to either supervise a recovery plan to for turn-around and make these NPLs productive or recover the most from these NPLs, which include liquidating it.

An extract of a Bank Negara presentation in 2005:

•Pengurusan Danaharta Nasional Berhad (“Danaharta”) was established by the Malaysian Government in June 1998 to address the non-performing loans (“NPLs”) problem plaguing the banking system during the Asian financial crisis.
•The NPL resolution agency, euphemistically known as the national asset management company (“AMC”), was established as a pre-emptive measure to avert a failure in the banking system.
•Danaharta’s objectives are:
–to remove NPLs from the banking system to allow banks to concentrate on their core business of lending to viable borrowers (completed in March 2001)
–to maximise recovery from its NPL portfolio (ongoing till 2005)

So, Danaharta took over these loans from the banks at 30sen from the nominal RM 1.00 value. After a series of discussion which involved the Government of Malaysia, Tajuddin entered into a Settlement Agreement with Danaharta on 8 October 2001.

Considering Danaharta took over the balance of Tajuddin’s loan amounting to RM 942 million for RM 300 million, it was agreed that the repayment tranche was broken into four:

  1. On or before 30 June 2002           RM 215 million
  2. On or before 30 June 2003           RM 215 million
  3. On or before 30 June 2004           RM 215 million
  4. On or before 30 June 2005           RM 297 million

It is further provided in the Settlement Agreement that any redemption of the shares could be made at a minimum redemption price of RM 1.30 per Naluri share and RM 3.50 per TRI share. On top of that, Danaharta took up Tajuddin’s entitlement of the TRI Rights Issue totalling RM 130 million. With the balance of the loan of acquisition of MAS amounting to RM 942 million, Tajuddin is required to pay back Danaharta RM 1 072 million (plus an additional TRI Rights Issue loan which was initially allowed by Danaharta amounting to RM 130 million).

Tajuddin tried to put a healthy footing back into TRI (at the time owns Celcom) with a Recapitalization Plan raising RM 3.5 billion before the deadline. He tried to borrow for the Rights Issue, of which could be used to settle Tranche No.1. However, Danaharta did not consent for that and Tajuddin defaulted the first tranche. In March 2002, Danaharta forced sale TRI to Telekom Malaysia for RM 2.75 per share which realised an amount of RM 717 million. The outstanding loan managed by Danaharta was reduced to RM 355 million.

Prior to the Recap Plan, Deutsche Telekom (DeTe) which is at the time a strategic partner (21% equity) of Celcom entered into an amended agreement which an exit clause was included. It provided DeTe a price of RM 7.00 per Celcom share if it was to be forced sold, which include an instruction by the Government. It means that if Celcom were to be valued at that price, TRI should have been sold for RM 1.825 billion.

Later on 30 August 2005, the Arbitral Tribunal of ICC found Celcom liable for breach of Amended and Restated Supplemental Agreement on 4 April 2002 inter alia between Celcom and DeTe. Celcom was liable to pay DeTe USD 177.2 million plus interests amounting to USD 16.2 million. That is equivalent of RM 740 million.

After the forced sale of TRI to TM, in December 2004 Danaharta then sold 32% control of Naluri to Atlan Holdings for RM 437 million. On top of that, 88.68 million shares (12.8%) of Naluri also were also disposed via the market which realised RM 70.95 million. In total, Danaharta realised RM 1.225 billion from all Tajuddin’s holdings in this super-garage sale from what initially RM 1.072 million. Not bad since Danaharta acquired this NPL from the banks at RM 300 million. In short, Danaharta realised a net earning of RM 935 million.

On top of all that realised from the garage sale, in the irony of things Danaharta decided to sue Tajuddin for RM 589 million. Considering that Danaharta was incorporated to assist businesses to recover and settle all its NPLs, hefty profits were made from this. Not only money was made in this. They decided to go for the kill with the suit. In return, Tajuddin counter sued the Malaysian Government. It was a defense mechanism.

The case has yet gone to hearing.

Table of Malaysia Airlines income statement through the years

Our blogging brother Another Brick in the Wall painstakingly did a thorough research on the Malaysia Airlines story, from Tajuddin taking in in 1994 till present, in six different parts: Part 1, Part 2, Part 3, Part 4, Part 5Part 6 and the conclusion.  This include the forex losses during the same accounting period.

Table of forex gains and losses Malaysia Airlines

All of these talks about “Loss accumulated to RM 8 billion” have been debunked by ABITW. In all every single person who made these acquisitions never able to substantiate how these losses were accumulated. If these losses were made because of forex instead of operations, then it had to treated differently. Never the less, it should be treated as a lie. And yet, the Oppositions and their friendly media ever so often perpetuate a lie.

Recently, Government decided to take this case against Tajuddin into a negotiation for an out of court settlement.

GLCs negotiating to settle suits against Tajudin Ramli

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Written by Bernama

Thursday, 11 August 2011 17:29

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KUALA LUMPUR: A number of government-linked companies (GLCs) are negotiating for global settlement of all civil suits and at all level of courts against former executive chairman of Malaysia Airlines System (MAS) Tan Sri Tajudin Ramli, Bernama reported on Thursday, Aug 11.

The case is being managed by Managing Judge of the Kuala Lumpur High Court Commercial Division Tan Sri Md Raus Sharif, who is also a Federal Court Judge.

Justice Md Raus set Sept 29 for case management after meeting lawyers for the parties involved in chambers for them to update the court on the negotiations for the settlement.

Among the GLCs involved were Malaysia Airlines, Telekom Malaysia, Naluri Corporation Bhd, Celcom (M) Bhd, Pengurusan Danaharta Bhd and Atlan Holdings Bhd.

There are more than 10 cases pending at the High Court and Court of Appeal, whereby most of the cases were filed in 2004 relating to the breach of contract. The negotiations are in process.

Meanwhile, Minister in the Prime Minister’s Department Datuk Seri Nazri Aziz, when contacted, confirmed that there was a proposal for settlement out-of-court.

He said the government had thought over settlement for the past six months for the benefit of the parties involved, as the cases, if proceeded in court, would take a long period for resolution.

For certain companies such as Telekom and Malaysia Airlines, it was up to them to decide whether they wanted to proceed with the settlement as they could make the decision without the government’s involvement, he added.

Nazri said if the companies refused to settle the suits out-of-court, they would go for full hearing. – Bernama

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This is progressive move for a settlement solution, since a lot of complications dragged on since 2004. Minister in PM’s Department Dato’ Seri Mohd. Nazri Tan Sri Aziz further offered to explain on initiative to negotiate for an out of court settlement, even before hearing started:

Friday August 12, 2011

Government and Tajudin to settle all legal cases

By M. MAGESWARI
mages@thestar.com.my

KUALA LUMPUR: The Government and former Malaysia Airlines and Celcom boss Tan Sri Tajudin Ramli are negotiating a settlement of all legal cases involving Tajudin and government-linked companies (GLCs).

Minister in the Prime Minister’s Department Datuk Seri Nazri Aziz said any out-of-court settlement would not be a bailout for any of the parties and must not be at the cost of the Government.

The cases are being managed by Federal Court judge Justice Md Raus Sharif, who is the managing judge for the High Court commercial division.

Among the GLCs involved in the proposed settlement are Naluri Corp BhdTelekom Malaysia BhdCelcom (M) BhdAltan Holdings Bhd,Pengurusan Danaharta Nasional Bhd and MAS.

The proposed settlement, which includes appeal cases, covers more than 10 suits pending at the courts here. The cases included a breach of contract suit filed in 2004.

Yesterday, Justice Md Raus set Sept 29 for the parties to inform on the negotiation or settlement after meeting their respective lawyers in chambers.

When contacted, Nazri said that the Government had thought over the out-of-the-court settlement between the parties for the past six months.

He said it was the Government’s proposal for the parties to reach a win-win situation in the disposal of the suits.

He said the proposal was made after Tajudin approached certain ministers for help in the matter.

“What is wrong to settle the matter? The cases did not go for trial (yet),” he said.

Nazri stressed that the Government had no plan to bail out any parties in the suit in order to settle the suits.

To a question, he said, there was also no special deal between Tajudin, the Government and GLCs for the parties to agree to the settlement over the suits.

He said the Government considered that there were counter-claims involved in the cases and that it could be settled without any party paying any damages.

“However, it is up to the parties involved, especially Telekom and MAS, to make their decision without the Government’s involvement. I will never take any action resulting in a government loss. For me, it must not be a settlement at the expense of the Government.

“It is their right if they want to proceed with their court case,” he said, adding that it also would not be any abuse of court process.

Nazri said that if the court cases were to proceed, it could not be settled in two or three years.

“If there is judgment, there is bound to be one party or the other who will want to appeal. This may drag on for more than 10 years,” he said.

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The clarification is clear on the Government’s position to resolve a complication which was initially started by Danaharta. Previously, Tommy Thomas represented them against Tajuddin. Thomas being a pro-Opposition lawyer, refused the notion to talk and was insistant that Tajuddin be sued. Like any other Opposition mentality, he decided to use the court room drama for a probable avenue for Opposition to demonise the Government.

However, Dato’ Hasfarizam Harun is taking a softer approach. It is a more positive move as the Government had not been to0 lucky going after Tajuddin before this. The European arbitration tribunal for the case against Advanced Cargo Logistic in Hahn, Germany which was decided in 2009, Malaysia Airlines was ordered to pay and they settled:

Jun 01, 2009

Malaysia Airlines told to pay 6.9 mln euros fine

KUALA LUMPUR – Malaysia Airlines, Malaysia’s national carrier, said on Monday a European arbitration tribunal had ordered it to pay Advanced Cargo Logistic GmbH 6.9 million euros ($9.8 million) for breach of a cargo handling contract.

In 2004, ACL had sought to claim 62.7 million euros from MAS after the Malaysian firm breached an agreement to maintain its European cargo hub at Germany’s Frankfurt-Hahn airport for 10 years from 1999.

“Due to prudent provisioning in previous years, and given that the award orders MAS to pay only about 10 percent of the sum originally claimed by ACL in 2004, the award is not expected to have a material adverse impact on the financial position of MAS,” it said in a statement.

The airline said it is seeking advice to challenge the ruling.

Source: reuters.com
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The Opposition like is expected no less from them, used this settlement initiative to demonise the Government and riling party further, even with lies they created. Malaysian Insider chose to quote PKR Chief Strategist Rafizi Ramli with totally wrong fact, laced with a sinister political agenda:

Opposition lawmakers said the out-of-court settlement was a “scratch-your-back, you-scratch-mine” deal that would allow the former chairman of Malaysia Airlines (MAS) to further reduce an initial RM1.8 billion owed to state-owned debt restructuring firm Danaharta.

“Now instead of the already discounted RM942 million owed to taxpayers, Tajuddin can save even more in exchange for up to hundreds of millions deposited in Umno’s war chest,” said PKR strategy chief Rafizi Ramli

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Obviously Rafizi did not do his homework. Danaharta only took over the unsettled commitments to the banks which turned NPL, which for only RM 942 million. Danaharta never discounted any parties in this. In a matter of fact as tabled ealier, all of that were settled and Danaharta did make RM 153 million in excess of the who ‘garage sale’ process.

Paul Low is wearing his Transparency International Malaysia is questioning the settlement which the Government initiated as a solution with Tajuddin instead of going to hearing. This is probably makes good business sense since the precedence of the two previous arbitrations; the decision on 30 August 2005 between Celcom and DeTe and the more recently decided on 1 June 2009 in the case where ACL in Hahn went after Malaysia Airlines proven that Tajuddin got his mettle ready before the case goes on hearing.

For pro-Opposition media like The Malaysian Insider, Malaysiakini and Malaysia Today to highlight this at the point to divert  the attention on the recently inked ‘Malaysia Airlines-AirAsia  share swap deal’ and perpetuate the lie about Tajuddin accumulating the RM 8 billion losses is nothing but a sinister agenda.

Nothing is more important from the suit case as the holdings been sold off and Danaharta did make a lot of money, against the current ‘share swap deal’ in the play now. Knowing Riong Kali being the influence behind The Malaysian Insider, the sinister agenda to divert the attention so that his ‘friends could make the get-away’ is high probable. Then again, he was very much part of the ECM-Libra ‘merger’ with Avenue Capital Resources Bhd. scandal back in 2006, which modus operandi is being deployed in Tony Fernandes raiding Malaysia Airlines and helping himself out.

Our focus is should be game on what is the current game. Not the on legal suit by Danaharta against Tajuddin which actually realised RM153 million more and the complication of the counter suit, which is now an old story. How would Malaysia Airlines as the national carrier benefit instead of being cannibalised by Fernandes and friends in this ‘share-swap’ deal and the fear of Malaysia Airports would be next should be the attention now. Let us all eye ball the game at play.

*Updated 1030hrs

Published in: on August 13, 2011 at 03:08  Comments (24)