Fashion apparel firm proposes to take up 13% stake in Penang tunnel firm

This is getting a bit bizarre. Fashion apparel firm Voir Holdings Bhd has proposed to take up a 13.2 per cent stake in Penang tunnel developer Consortium Zenith for RM9.9m in cash as part of its “diversification” plan.

Consortium Zenith was awarded a RM6.3bn contract to build Penang tunnel and three highways in 2013. In return, under a controversial land-for-infrastructure swap deal, the company was supposed to receive 110 acres of reclaimed prime land under phase 2 of the Seri Tanjung Pinang project and a tunnel toll concession.

But the project has been bogged down by delays.

The chairman of Voir Holdings Bhd is Zarul Ahmad Mohd Zulkifli, who is reportedly also a 43.4 per cent shareholder.

Zarul is also chairman and director of Consortium Zenith Construction Sdn Bhd, which was incorporated in 2012 as Consortium Zenith BUCG Sdn Bhd.

The consortium was originally a collaboration among Beijing Urban Construction Group (BUCG) (95%), Sri Tinggi Sdn Bhd, Jureteras Sdn Bhd (4%) and Zenith Construction Sdn Bhd (1%), along with China Railway Construction Corporation Ltd.

Zenith Construction Sdn Bhd was incorporated in 2011. In 2013, Consortium Zenith said that Zarul’s shareholding in Zenith Construction Sdn Bhd was held by a Mohammad Jeffrie Abdul Halim through a 67 per cent stake. It is not clear who owned the rest of Zenith Construction Sdn Bhd.

When BUCG was removed as a partner, Zenith Construction Sdn Bhd effectively became the main shareholder when it took over BUCG’s 95 per cent stake in Consortium Zenith BUCH Sdn Bhd, increasing its stake from 1 per cent to 96 per cent last September.

Consortium Zenith BUCG Sdn Bhd then changed its name to Consortium Zenith Construction Bhd. It is not clear what happened to Juruteras’ 4 per cent stake.

By August 2017, Zenith Construction Sdn Bhd, had acquired a 99.1 per cent stake in Consortium Zenith Construction Bhd, according to a Bursa announcement made by Voir Malaysia Bhd.

Thus the shareholders in the original consortium awarded the contract have changed dramatically.

The Edge reported last year that Zenith Construction Sdn Bhd was 41.7 per cent owned by Vista Lestari Sdn Bhd, whose major shareholders were Zarul (50 per cent), Zarul Ikwan Zarul Ahmad (25 per cent) and Mohd Asfirdaus Asri (25 per cent). Zarul was the chairman of both Vista Lestari Sdn Bhd and Zenith Construction Sdn Bhd.

Last year, Voir Malaysia Bhd’s holding company, Marvellous Future Sdn Bhd, accepted an offer sell all its shares in Voir Malaysia Bhd to Vista Lestari Development Sdn Bhd.

By 29 March 2017, Vista Lestari had a 50.7 per cent stake in Voir Malaysia Bhd.

Voir Malaysia Bhd now proposes to acquire 3.5m new ordinary shares in Consortium Zenith Construction Bhd, representing a 13.21 per stake, for RM9.9m. By now, the consortium has RM74.6m in audited net assets (even before major work has started); so a 13.21 per stake comes up to RM9.9m.

Voir had posted a profit before tax of RM1.0m for its 2016 financial year.

In the run-up to the announcement of its proposed acquisition on 30 August, the Voir share price rose significantly:

All a bit confusing – but one thing is clear is that the stakes, direct or indirect, of the major players have changed signficantly since the award of the contract.

The coveted end prize is of course the 110 acres of reclaimed land, even as the prospects for the tunnel remain hazy.