Frankly Speaking: Two SCR proposals likely to yield different outcomes

TheEdge Mon, Jan 19, 2026 01:30pm - 3 weeks View Original


This article first appeared in The Edge Malaysia Weekly on January 19, 2026 - January 25, 2026

Last week, the board of UEM Edgenta Bhd (KL:EDGENTA) decided to table a proposal for a selective capital reduction (SCR) and repayment exercise at RM1.10 per share to the company’s shareholders.

The proposal is the crux of a corporate exercise initiated by the largest shareholder, UEM Group Bhd, to take Edgenta private. The SCR needs the approval of 75% of the independent shareholders who are present and voting at the meeting, with not more than 10% opposing the deal.

The UEM Group is likely to secure the requisite approvals to complete the deal, as no shareholder holds a sufficient stake to block it.

The outlook is less certain, however, for another company also undertaking an SCR. DKSH Holdings (Malaysia) Bhd (KL:DKSH) proposed an SCR in December to acquire the remaining minority shares at RM6.15 apiece. DKSH, a distributor of fast-moving consumer and healthcare goods, is ultimately controlled by Switzerland-based DKSH Holdings Ltd, which holds a 74.3% stake.

The minorities, which are mainly funds and high-net-worth individuals (HNWIs), hold the remaining 25.7% of the company, or about 40.5 million shares.

Minority shareholder Pangolin Investment Management Pte Ltd (PIM) holds 4.3 million DKSH shares, a block that is slightly above 10% of the total shares entitled to vote in the SCR proposal. Essentially, Singapore-based PIM can single-handedly scuttle the SCR scheme.

In relation to the SCR, PIM founder and director James Hay has stated clearly that the fund manager would not accept the offer. In a newsletter to investors, he even questioned as to why DKSH was going ahead with the exercise at the current offer price when the fund manager itself could scuttle the offer.

PIM’s pending rejection is likely to be supported by other institutional shareholders and HNWI minorities of DKSH. Hay values DKSH at a price well above the RM6.15 offer on the table.

Unlike Edgenta, the DKSH board has yet to put the proposal to shareholders. Given the circumstances, it remains to be seen whether the board will proceed with the SCR.

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