The Four-in-Triple finger lickin’ good

MD of Triple Platform S/B, about to have the ‘Finger lickin’ good’ experience

It is final. It was inked during the tail end of the lunar year of the dragon. QSR Brands Bhd.  and  Johor Corporation Bhd.’s (JCorp) cash-cow KFC Holdings (M) Bhd. have been taken lock, stock and barrel by new SPV Triple Platform Sdn. Bhd. (TPSB) and now a private company. It was announced part of the restructuring plan and the ‘new KFC’ (probably still using the company name QSR), TPSB would be relisted in Bursa Malaysia within the next four years.

Triple Platform to be relisted

Published: 2013/02/07
Triple Platform Sdn Bhd, the temporary holding company for KFC Holdings (M) Bhd and QSR Brands Bhd, will be relisted on

Bursa Malaysia in another four to five years after its privatisation, Managing Director Datuk Ahmad Zaki Zahid said.

He said the company, which was delisted today, would restructure the whole management by consolidating KFC Holdings (M) Bhd and QSR Brands Bhd into one management.

“Right now, we are attempting to name our company QSR. But that is subject to approval,” he said at the launch of KFC’s 58th Projek Penyanyang and Pizza Hut’s Nationwide Delivery.

Ahmad Zaki, who thanked the shareholders for their support, said a new board of directors would be announced by the third week of February.

He is confident that with the merging of two brands under one roof, the companies would work together and focus on improving their revenues and benefitting their shareholders.

On outlook, Triple Platform hopes to achieve nine to 10 per cent increase in revenue to RM4 billion in 2013, from last year’s RM3.6 billion.

In order to achieve its target, the company has allocated RM170 million this year to renovate and refurbish its KFC and Pizza Hut outlets.

At present, Triple Platform has more than 1,000 KFC and Pizza Hut outlets nationwide and in other countries such as Singapore, Brunei, Cambodia and India.

Today’s event was held in conjunction with Chinese New Year celebration, where orphans and the elderly from five homes were invited. — Bernama

*******************

The deal is for RM 2.465 billion and the terms is cash. Triple Platform Sdn. Bhd. (TPSB)  raised the cash for the outright acquisition.

TPSB  is wholly owned by Massive Equity Sdn. Bhd. (MESB). 51% of MESB is owned Business Chronicles Sdn. Bhd. (BCSB), where the shareholders are JCorp and IWH Resources Sdn. Bhd. (IWHR). IWHR is a wholly owned company by Iskandar Waterfront Holdings Sdn. Bhd. (IWH), a joint venture between Kumpulan Prasarana Rakyat Johor (KPRJ) and Credence Resources Sdn. Bhd. (CRSB), a company controlled by notable contractor-turned-developer Tan Sri Lim Kang Hoo.

The other 49% portion of MESB is own Melati Ehsan Sdn. Bhd. (MESB II). The shareholders of MESB II are EPF (52%) and UK based venture capitalists CVC Capital Partners Ltd. (48%). CVC has representatives in Singapore.

It is also interesting to note that Johor State Government injected RM 50 million of Tabung Warisan Johor into this TPSB structure. The fund was created when Deputy Prime Minister Tan Sri Muhyiddin Mohd. Yassin was still the Menteri Besar Johor and  the purpose is to maintain and preserve various heritage buildings and sites all over Johor. This investment in TPSB will ensure that fund is invested in a productive cycle.

BCSB raised RM 1.265 billion where else MESB raised the balance RM 1.2 billion. It was part of the the RM 5.12 billion deal for the acquisition of QSR Brands Bhd. and KFC Holdings (M) Bhd. and the restructured vehicle be taken private. Earlier this month, the delisting from Bursa Malaysia is made final.

The new structure of QSR and KFC under Triple Platform Sdn. Bhd.

The new structure of QSR and KFC under Triple Platform Sdn. Bhd.

What is interesting note is the deals that were layered to make this TPSB deal happened. JCorp entered into a ‘Subscription Agreement’ with IWHR and IWH for the injection of funds into BCSB. Since IWH raised the cash from syariah compliant instruments, the commercial papers are backed with an agreement with JCorp as the partner in BCSB.

The deal is that since JCorp is controlling the management of TPSB, they are expected to list the SPV company within four years. The commercial papers have a coupon value of 12% and maximum of 20%. The stake for the deal is RM 600 million worth of ‘pre-determined properties’ of JCorp, as a ‘safety catch’ for the stakeholders of BCSB if TFSB is not listed as planned within four years.

The stake is very palatable to corporate playmakers, considering JCorp owns prized properties around central Johor Bahru such as Menara Ansar, Puteri Pacific, Persada Convention and KOMTAR. Also at stake is believed to be Pusat Bandar Damansara.

'Level Four Boys' Chief Policy Officer Dato' Ahmad Zaki Zahid, now MD of Triple Platform S/B

‘Level Four Boys’ Chief Policy Officer Dato’ Ahmad Zaki Zahid, now MD of Triple Platform S/B

That is not a surprise since the controlling personality of IWH is Tan Sri Lim Kang Hoo, via CRSB. Lim is already the ‘Property King’ in Greater Johor Bahru and he made no qualms about talking aloud of his grand plan to take southern-most city in mainland continent Asia into various mega project business deals. Lim enjoys a strong nod from Johor State Government via KPRJ, Federal Government, via Iskandar Region Development Authority (IRDA) and Khazanah Holdings Bhd., via Iskandar Investment Bhd.

Lim is also a personality who gets the attention if not support of HRH Sultan of Johor and Prime Minister Dato’ Seri Mohd. Najib Tun Razak.

These layered deals could not be the brainchild of Lim on his own, even though he is seasoned corporate player. It is a series of restructuring corporate manuevres and sophisticated merchant banking deals, pieced by experienced corporate players. It is almost like the handiwork of ‘Level Four Boys’.

Dato’ Ahmad Zaki Zahid has been placed right in the middle of JCorp Group and with executive power, especially within Kulim Bhd. Kulim is the parents company of QSR and KFC. Zaki was PM ‘Flip-Flop’ Abdullah Ahmad Badawi’s Chief Policy Officer and was instrumental in many of the ‘Level Four Boys’ corporate maneuvers. Iskandar Malaysia (then Iskandar Development Region) was an economic corridor created by Zaki and his cohorts of ‘Level Four Boys’ agents.

Khazanah’s ‘chief architect’ for Iskandar Malaysia Ganen Sarvananthan

Probably Ganen Sarvananthan is also in this picture. Ganen, who has been in Khazanah since the days of ‘Level Four Boys’ reign supreme is Khazanah’s ‘corporate maneuvres architect and master planner’. These ‘Level Four Boys’ combined network especially in the financial and capital market is very much strong across the Johor Straits.

These ‘Level Four Boys’ probably pieced the layered agreements together and utilised Lim’s vehicle for the deal. It is a good cover since Lim is a trusted corporate player in Greater Johor Bahru and Prime Minister Najib’s endorsement for all the projects being developed falls into slots of the latter’s economic transformation programs. Lim’s clout would mean that the dealmakers would make a clean home run with their corporate deals.

On the other hand, only personalities like ‘Level Four Boys’ could piece a layered agreement where a party which pumps in RM 250 million cash, which effectively is just a mere 10% of the cash raised, stand to gain having the controlling power of RM 600 million worth of ‘pre-determined properties’ if the deal did not come through as planned.

It is interesting to note that JCorp’s restructuring plan (which include this one) is being advised by JP Morgan. It is unclear why a foreign investment bank is sought for the restructuring exercise instead of local investment banks but all the guesses would easily point to the same direction. JP Morgan fee for the JCorp job has been rumoured to be RM 60 million. That is 25% of TPSB’s 2013 projected profit before tax.

Then again having local investment bankers as advisers (such as the FGV IPO late 2011 and early 2012) means that probability of ‘hanky panky’ via layered deals unseen into the public’s radar scope, is very much reduced.

Wan Ahmad Firdaus Wan Ahmad Fuaad

Another personality which was appointed into Kulim (M) Bhd. BOD the same time as Zaki is Wan Ahmad Firdaus Wan Ahmad Fuaad has left JCorp. It has been rumoured that he had joined JP Morgan. If it is true, then there are serious conflict of interest in this restructuring job. JCorp also appointed Eddie Leung into Kulim BOD, the  same day as Zaki and Wan Firdaus.

Let us put the caveat of where KFC is going and what is at stake. It is all and well that Zaki as the new MD for TPSB announced that KFC and Pizza Hut would be transformed and new outlets around the region would be added. New business activities such as upstream food production and farming would be introduced and he intends to increase the turnover of the group by 10% and achieve the RM 4 billion mark.

Steady growth and maintaining good profitability would seal the deal for TPSB be re-listed again in Bursa Malaysia within the next four years.

However, what if TPSB fail to do so. Especially due unforeseeable phenomenons such as volatile weather (El Nino and El Nina), haze due to jungle burning around the region and diseases (SARS and Bird Flu). Upstream food production especially farming is very elastic to these elements.

JCorp’s structure when Zaki, Wan Firdaus, Eddie Leung and Natasha were brought in

It was argued in the past that JCorp is unhappy for a long time with its stake in KFC is via QSR and Kulim. JCorp is the ultimate shareholder of the lucrative fast-food businesses of QSR and KFC. Its interests in both the companies are held through its 53%-owned subsidiary Kulim (M) Bhd, whose main business is in the plantation sector. Kulim owns a 57.5% stake in QSR, which in turn, owns a 50.6% stake in KFC.

Not only JCorp does not enjoy the profitability of KFC via layered stakeholders, the journey is not without several notable boardroom tussles. The pressing need to restructure the RM 6 billion group financial commitments and exposures and KFC being the most profitable and solid cash-cow in the JCorp, has been exploited as the opportunity presented itself.

It is true after this JCorp’s interest in TPSB is via a thinner layer than it was before. In fact, JCorp could enjoy the better returns. However, it is interesting to also note that even though JCorp’s holding is the single largest after the restructuring, the effective interest in TPSB is only 26.8%. Johor State Government’s interest via KPRJ is 8.9%. The combined two (Johor’s stake) is 35.7%.

The Non Bumiputra stake in TPSB is reflected with CRSB (15.2%) and CVC (23.5%).

Iskandar Waterfront Holdings Sdn. Bhd., which Lim Kang Hoo plans to list in  not to distant in the future

Iskandar Waterfront Holdings Sdn. Bhd., which Lim Kang Hoo plans to list in not to distant in the future

The forfeiture of the RM 600 ‘pre-determined properties’ if salient points within the subscription agreement of BCSB means that Johor State Government’s stake (via KRPJ) is preserved in IWH. However it is hardly ‘From left pocket into the right pocket’ since KPRJ is not the controlling shareholder in IWH and Johor’s interest would be at the behest of Lim.

It is hardly a mystery on JCorp’s offer to IWH for the partnership stake of BCSB instead of entities which will benefit the Bumiputra interests such as PNB, Tabung Haji or FGV. Tabung Haji and FGV are very much into upstream food production activities. Then again, these ‘Level Four’ individuals would have limited space and opportunity to do ‘corporate maneuvres’ via these highly regulated GLCs.

People are often reminded to let bygones be bygones and move on. However, this noble virtue should not apply to the ‘Level Four Boys’. Whenever they have a whiff of power, they would exploit it at the expense of the bigger majority. The deal was inked in the lunar year of the black water dragon. Then again, the water snake is a very lethal animal. Especially, when snakes with previous killings still roam free as predators.

It is unclear how these ‘Level Four’ individuals benefitted from the Triple Platform deal. However, what is certain some people are enjoying their new found prize and lickin’ their fingers (and God forbids, eventually someone else’s fingers too), really good.

Published in: on February 13, 2013 at 09:30  Comments (16)  

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16 CommentsLeave a comment

  1. It looks good, it smells good but the taste, is it finger licking good?. Everybody is happy but again why zaki. Why bigdog why?

  2. KFC is the company that everyone dream to owned it.But let consider the history of the company.
    It was founded by mr Loo C Ghee.He died as a papuer after lost the battle with PNB on the famous Oil palm future contract.We he died only the filipino servant with him and he had only $250 k in his bank enough to pay his hospital bill.His only son and his American wive left him.

    KFC was taken over by Innovest.ato Mokhzani and Cheam T Pang was the major shareholder.Innovest went bankrup and Cheam almost go to jail for CBT in Singapore.

    KFC was taken over by Tan Sri Loy of MBF.After Loy pass away MBF went into liquidation.The family lost every thing.

    KFC was taken over by Dato Ishak dan his friend Dato George and Dato Sarit.They had bitter corporate fight with Leong Hup.Kavin and Francis almost go to jail .Dato Ishak has a corporate tussle to control the company with John Soh,Finally he had to sell to Kulim.

    After Kulim took over KFC ,Tan Sri Ali lost his job as CEO of Johore Corp and Kulim.

    The restructering of KFC and Kulim was done by Ghani Othman with the advice of Lim K Hoe.They brought in Etos consultanting.Let see who will be the next one to go.

    The consultang like JPMorgan,CIMB,Lee Hishamuddin and Etos make almost $200 million in fees.
    They replace Jamal the CEO of KFC with Zaki.Zaki no nut about running KFC.Jamal took almost 5 year to learn about the trick running KFC.
    Zaki announce they will open 35 outlets and re furbish the existing resturants and they will spend $130 million.To open 35 outlets you need max 30 millions.Are you going to spend $ 100 million to refurbish the resturant.Assuming you spent $ 250k per resturant,you will refurbish 250 resturant.An impossible figure to do within one year.

    That why I said he talk cock.

    • You appear to now a lot about KFC and the various boardroom and other tussles. Would like to hear more from you.

      Especially on where KFC is heading. And who exactly are benefiting a lot from this exercise. And who are the losers, if any. If the new MD does not know what he is talking about, it doesn’t augur well for the investors. And maybe also the finger lickers.

      I can only help to cheer. And jeer – if anything is not in the national interest. Or to satisfactory licking! Of fried chicken, that is.

      • The latest person to go will be Ghani Othman himself, thats the wishes of the Johor malays, if they get their wishes at the ballot box this time around. Why does UMNO never learnt from the fiascos of the sleepy head, letih lah nak menyokong macam ni.! Baru nak bagi
        kepercayaan , dah buat hal lagi.

      • And why has Ghani to go? Could you give some facts rather than just opinion?

    • Is refurbishing that important? Are some refurbishing business cronies already waiting in the wings for contracts? This Z fella promises to be a style over substance young chicco. And these group of young chicos seem to hang around ‘cash cows’ to milk before anyone else can and they walk in the corridor of power pretending to be the best brains in town. Sure ‘finger lickin’ good for these chicos. ..make money while some influential people are willing to lick their boots.

  3. level know nuts about building businesses. their operation knowledge is zero.

    zaki will line his and friends pocket thru the restructuring and unnecessary expansion exercise

  4. If what was written by Big Dog is true,J Corp and Partners had overpaid to acquire the shares of QSR and KFC in order to take private.Zaki was dreaming to achive the growth figure for KFC.They had borrow almost 3 billion ringgit and he need to make at least $400 m profit a year in order to service the loan.

    What will happen if they cannot achive the profit,The $600 m pre determine properties will go to Lim K Heo.

    One of the Pemuda UMNO executive had approch me and he told me if you want any contract to supply to KFC ,like cabbage,Flours or Chiken,just let him know.He is vary close with Zaki.I think nor bad the idea if Zaki can give the contract to Malay businessman, but to break the monopoly of Chinese supplier in Chicken and cabbage,it will cause a disruption of supply chain to KFC.

    In Pizza Hut ,they are having negetive growth on the same store basis for the past two years.They lost out to Domino Pizza.in delivery business.

    KFC malaysia use to be the best KFC in the region simply because they used fresh chill chikens.But now the quality of Fried chicken was deteroriate because in some store ,they started using frozen chickens from Brazil,in order to cut cost and increase profit.In Singapore almost all the strore using Brazilan Frozen chickens.Vary easy to know if the chicken is fresh or frozen.After eating if the bone is black,that mean the chicken is frozen and if the bone is red blood,the chicken is fresh chill.

    Now ,Zaki want to open 37 KFC outlets,my questionis where,which town.They have cover most of the small town.What will happen they will open two or three resturant in the same town.The new resturant will cannibalise the turn over of other resturant.Take for exemple Kuala Selangor,with a populaion of only 200 thousand ,they have two KFC resturant.Now they want to have another one,vary big in space,Drive in.Crazy?

    We dont need an accountant to run KFC or Pizaz Hut.We need a good marketer .I am sure Zaki dont have this experience.Having said all the negetive news about KFC,I am not suggesting we should boikot KFC.This is A bumiputra owned company,let try to support it.

    • I think your comment is utter nonsense.

      Who borrowed this RM 3bn? JCorp? KFC? What’s the purpose of this huge borrowing?

      Which bank want to give or syndicate a newly formed Sdn. Bhd. that kind of loan, especially they just concluded a corporate exercise to raise 75% of the amount in cash?

      Read Big Dog’s article properly. New QSR wants to go big into farming. Why the devil they want to go into farming if they want to serve frozen chicken from Brazil?

      So what if you want to do business with this new QSR. Just go and do it la. Why brag about it in blog’s comment section? I think something is very wrong with you la!

      All what this Meor said is utter nonsense!

      • I would agree with you of the such nonsense statements. KFC never bought any chicken fr Brazil not even the RM 3bn loan.

        KFC is a very “cash cow”…. Why taken private?? I’m sure its because of the cash pile they will shared later among the shareholders… This to ease the financial distress now faced by Jcorp… U know this could not happened if KFC is a listed entity as they need to disclose to KLSE if they take away the cash.. The previous complicated structure also gave them little cash to utilise then.

    • Now the cheaper nasi ayam in KFC is 9.25 after tax, Nasi + 1 pcs ayam & milo, before Nasi + Ayam + Coslow & ice Water = 6.30 after tax

    • Hi Meor,

      I find your views very interesting. Is there anyway that we could take this offline as I would like to hear more about KFC Malaysia’s history. Do you know when KFC Malaysia was listed on Bursa Malaysia?

      Thanks!

  5. […] in Greater Johor Bahru make a lot of business sense. However, that is not the case. Even though Johor State Government control one of the GLCs, which has several PLCs in its […]

  6. […] was more important RM 600 million worth of ‘pre-determined properties’ was the prize for Lim to devour if and when the JCorp controlled Tripple Platform Sdn. Bhd. (TPSB) fail to deliver as per […]

  7. […] statements made, Lim behaved as if he was above the authorities in the State of Johor. Even in the JCorp restructuring of QSR-KFC, he was conveniently brought in by the design of the ‘Level Four Boys’ into the game […]

  8. […] and profitable state economic development corporation. This time last year, the devouring of JCorp’s cash cow was discussed […]


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