Confusion surrounds Sapura's stake in TimedotCom

Some say the creditor got a 20% in TimedotCom, Time Engineering''s 100% unit. Sapura insists it has taken only 5%.

The future of Time Engineering (Time) is clear as mud. Local papers and news agencies reported on Wednesday that Sapura, an investment holding company, had snapped up the rights to buy 20% of TimedotCom û TimeÆs newly created unit that holds its most valuable assets. Not so, it seems.

According to Sapura's release to the stock exchange, the group has the rights to acquire only 5% of TimedotCom. Sapura will take up roughly 2.4% of the stock through its 25% stake in TimeWireless and Time Reach, two of Time's subsidaries. Khazanah Nasional, the governmentÆs investment arm, contributed the remaining 3% to Sapura, through a combination of shares and a M$94.5 million ($24.87 million) bond secured on 30.575 million TimedotCom shares. (TimedotCom will have M$2.53 billion in share capital after its debt restructuring is complete.) Sapura also received M$250 million in cash from Khazanah.

But those figures are in doubt. ôThe correct sum is 5.4%," Mazita Joary, an executive from Sapura group in Kuala Lumpur told "I donÆt know where the 20% figure [the announced stake in TimedotCom] is coming from. I'm not sure whether thereÆs an option in the agreement being drafted by lawyers.ö

Sapura, one of Time's aggrieved creditors, demanded shares in TimedotCom before it would approve TimeÆs debt restructuring proposal, according to analysts. Time, which has been under court protection since July 1998, needed a mandate from creditors to proceed with a plan it believed would resolve the bulk of its debts (estimated at M$5 billion) within three months. That approval came on Wednesday. Sapura held sway over two of the nine scheme of arrangements up for the vote yesterday.

Time plans to repay nearly 80% of its debts by October this year. Part of the funds will come from Khazanah, which agreed on Monday to pay M$2.2 billion for a 30% stake in TimedotCom; another M$1.5 billion, at least, will be raised through an equity offering to investors prior to TimedotComÆs share sale. The net result: a debt-free company that can borrow and compete for turf in MalaysiaÆs multimedia wars.

So is it 5% or 20%?

Analysts are in the dark as to whether there is a side arrangement for Sapura to take a higher stake in TimedotCom. Either way, its final stake is likely to be far lower than the 30% that the market had anticipated in the past week, analysts say.

According to local reports, Sapura signed a pact to buy a 20% share in TimedotCom less than two hours before TimeÆs day-long meeting with creditors came to an end on Wednesday. The pact was sealed by SapuraÆs chief executive Shahril Samsuddin and KhazanahÆs managing director Sheriff Kassim. ôUnder the agreement, Sapura will get a three-year call to buy a stake at cost plus holding cost, or market price, whichever is higher,ö a Sapura official reportedly told Bloomberg.

The confusion is making brokers steam. They simply canÆt make sense of the numbers.  ItÆs just as well that trading in Sapura, which has risen 31% in the past week in anticipation of the deal, is suspended today.

Old friends or foes?

Sapura and Time go back a long way û but not always harmoniously. SapuraÆs troubles with Time began in 1996 when Sapura sold two telephone units û its payphone company and its mobile phone unit û to Time for M$1.2 billion in 1996. The deal was seen as a coup for Sapura, which walked away with a price tag close to the top of the market. But Sapura only received roughly 60% of the amount due û  which is why, four years later, Sapura is one of the disgruntled Time creditors. No surprise then that Sapura wants its pound of flesh, specifically that of TimedotCom this time round, analysts say.

Can Sapura expect more? Merchant bankers certainly think so. They say that at the very least, Sapura can expect 15% in TimedotCom. ThatÆs because under the Khazanah-Time deal, both sides agreed they would sell a minimum of 15% to a strategic investor with telecom experience û and Sapura fits the bill.

Under the agreement, if a strategic partner comes in, the shares can either come from either Time or Khazanah. But bankers say it definitely will not come from Time, as it would not want to make itself any more vulnerable to a takeover threat.

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