1) What are the main media assets within Media Prima Berhad (MPB) group?
The main group structure is depicted in the following diagram:
2) What is the background of MPB?
MPB was established pursuant to a comprehensive group and debt restructuring exercise involving the de-merger of Malaysian Resources Corporation Berhad’s media assets, namely Sistem Televisyen Malaysia Berhad ("TV3") and the New Straits Times Press ( Malaysia) Berhad ("NSTP"). Under the corporate restructuring exercise completed in August 2003, MPB acquired a 100% equity stake in TV3 and a 43% equity stake in NSTP. MPB assumed the listing status of TV3, which culminated in the successful listing of MPB on the Main Board of Bursa Malaysia Securities Berhad on 22 October 2003.
In 2003, MPB also acquired an 80% equity stake in Merit Idea Sdn Bhd, which owns a 99.5% stake in Metropolitan TV Sdn Bhd, a company with a Content Application Service Provider license for free-to-air ("FTA") television broadcasting. This enabled the group to launch a second television network under the brand of "8TV" on 8 January 2004. On June 11 2007, MPB had entered into a conditional share sale agreement with Intact Media Sdn Bhd to acquire the remaining 20% equity stake in MISB.
MPB also completed its 100% acquisitions of CH-9 Media Sdn Bhd, the owner and operator of the former Channel 9 television network and Natseven TV Sdn Bhd, the owner and operator of ntv7 television network in 2005. Channel 9 was re-launched as TV9 on 26 April 2006.
Year 2005 also witnessed MPB's maiden efforts to venture into radio broadcasting through the acquisition of Perintis Layar Sdn Bhd, which holds a 75% stake in Max Airplay Sdn Bhd ("Max"). Max has been awarded the right to manage, operate and maintain a radio station by Malaysia Airports (Sepang) Sdn Bhd. In addition, MPB also acquired Synchrosound Studio Sdn Bhd, a radio broadcasting license holder, during the same year.
MPB completed the acquisition of NSTP on 14 December 2010. As at 14 December 2010, MPB owns 98.17% of voting shares in NSTP.
The acquisition of the third tranche of 60,000 shares in Kurnia and 3,450 shares in Jupiter has been completed on 11 May 2011 and accordingly, MPB currently holds 95% of the issued and paid-up share capital of Kurnia and Jupiter, respectively. The acquisition of the remaining 5% of the issued and paid-up share capital of Kurnia and Jupiter will be carried out in 2012.
In 2003, MPB also acquired an 80% equity stake in Merit Idea Sdn Bhd, which owns a 99.5% stake in Metropolitan TV Sdn Bhd, a company with a Content Application Service Provider license for free-to-air ("FTA") television broadcasting. This enabled the group to launch a second television network under the brand of "8TV" on 8 January 2004. On June 11 2007, MPB had entered into a conditional share sale agreement with Intact Media Sdn Bhd to acquire the remaining 20% equity stake in MISB.
MPB also completed its 100% acquisitions of CH-9 Media Sdn Bhd, the owner and operator of the former Channel 9 television network and Natseven TV Sdn Bhd, the owner and operator of ntv7 television network in 2005. Channel 9 was re-launched as TV9 on 26 April 2006.
Year 2005 also witnessed MPB's maiden efforts to venture into radio broadcasting through the acquisition of Perintis Layar Sdn Bhd, which holds a 75% stake in Max Airplay Sdn Bhd ("Max"). Max has been awarded the right to manage, operate and maintain a radio station by Malaysia Airports (Sepang) Sdn Bhd. In addition, MPB also acquired Synchrosound Studio Sdn Bhd, a radio broadcasting license holder, during the same year.
MPB completed the acquisition of NSTP on 14 December 2010. As at 14 December 2010, MPB owns 98.17% of voting shares in NSTP.
The acquisition of the third tranche of 60,000 shares in Kurnia and 3,450 shares in Jupiter has been completed on 11 May 2011 and accordingly, MPB currently holds 95% of the issued and paid-up share capital of Kurnia and Jupiter, respectively. The acquisition of the remaining 5% of the issued and paid-up share capital of Kurnia and Jupiter will be carried out in 2012.
3) Who are the substantial shareholders of MPB?
As at 31 March 2013, the substantial shareholders of MPB are as follows:
(i) Employees Provident Fund Board (18.56%)
(ii) Gabungan Kesturi Sdn Bhd (11.35%)
(iii) Altima Inc (8.14%)
(i) Employees Provident Fund Board (18.56%)
(ii) Gabungan Kesturi Sdn Bhd (11.35%)
(iii) Altima Inc (8.14%)
4) Please elaborate on the convertible instruments of MPB.
Employee Share Option Scheme ("ESOS")
The scheme is effective for a period of five (5) years.
As at end February 2012, the total amount of outstanding ESOS and warrants are 18,367,434 and 89,110,609 respectively.
The scheme is effective for a period of five (5) years.
As at end February 2012, the total amount of outstanding ESOS and warrants are 18,367,434 and 89,110,609 respectively.
5) Please elaborate on MPB's borrowings.
As at 31 March 2013, being the latest available date of the quarterly unaudited consolidated results of MPB, the borrowing details are as follows:
|
31.03.2013 |
|
RM'000 |
Term loan (i) |
7,000 |
Bonds with detachable warrants |
147,107 |
Total borrowings as at 31 March 2013 |
457,491 |
Notes:
(i) Term loans obtained by MPB.
(ii) During the financial year 2012, the Group has undertaken a 7-year Commercial Paper/ Medium Term Notes (“CP/MTN”) programme of up to RM500.0 million in nominal value. As at 31 December 2012, the Group has issued MTNs in the nominal value of RM300.0 million. The principal terms of the CP/MTN Programme shall be as follows:
- Issuance of CP and/or MTN of up to an aggregate limit of RM500.0 million in nominal value. The tenure of the CP/MTN Programme shall be up to seven (7) years from the date of the first issue;
- The CP will be issued on a zero coupon basis. In respect of coupon bearing MTN, the coupon rate is to be determined prior to the issue date of each issue;
- The CP/MTN Programme shall have an availability period of up to seven (7) years from the date of first issuance of CP or MTN under the CP/MTN Programme;
- The proceeds of the CP/MTN Programme shall be utilised for investments, capital expenditure, working capital requirements and/or general corporate purposes of the Group. The capital expenditure of the Group will include, among others, investment in new media platforms and investment in connection with digital television broadcasting; and
- The interest on the MTN of RM300.0 million is 4.38% per annum, payable semi-annually in arrears, calculated on the basis of the actual number of days of 365 days with the last payment of interest to be made on the maturity date of the MTN. The tenure of the MTN of RM300.0 million is 5 years from the date of issue of 28 December 2012.
6) What is the status of the acquisitions undertaken in recent years?
(i) Perintis Layar Sdn Bhd ("PLSB")
The acquisition of PLSB was completed on 29 April 2005. The radio station operated by Max Airplay Sdn Bhd, a 75% subsidiary of PLSB, was launched as Fly.fm on 2 October 2005.
(ii) CH-9 Media Sdn Bhd ("Channel 9")
MPB completed the acquisition of 100% of Channel 9 on 23 September 2005. The television station was re-launched as TV9 on 26 April 2006.
(iii) Natseven TV Sdn Bhd ("ntv7") and Synchrosound Studio Sdn Bhd ("Synchro")
The scheme creditors approved the proposed debt restructuring scheme on 27 September 2005 paving the way for the acquisition of ntv7. The acquisition of ntv7 was completed on 30 December 2005. Synchrosound was acquired together with the acquisition of ntv7. The radio station owned by Synchro (previously known as WaFm), had ceased transmission on 1 October 2005. The radio station was re-launched as Hot.fm, a Malay station on 6 February 2006.
(iv) UPD Sdn Bhd ("UPD")
The acquisition of UPD from the Utusan group was completed on 28 February 2007.
(v) The Right Channel Sdn Bhd ("TRC")
On 28 February 2007, MPB completed the acquisition of TRC from the NSTP group.
(vi) Big Tree Outdoor Sdn Bhd ("BTO")
MPB completed the acquisition of BTO on 30 March 2007, a leading outdoor advertising outfit in Malaysia which is planned to spearhead MPB's expansion into the outdoor segment.
(vii) Radio Wanita Sdn Bhd ("RWSB")
MPB completed the acquisition of RWSB on 19 January 2009.
(viii) The New Straits Times NSTP ("NSTP")
MPB completed the acquisition on 14 December 2010.
As at 14 December 2010, MPB owns 98.17% of voting shares in NSTP.
(ix)Kurnia Outdoor Sdn Bhd and Jupiter Outdoor Networks Sdn Bhd (collectively known as "Kurnia")
The acquisition of the third tranche of 60,000 shares in Kurnia and 3,450 shares in Jupiter has been completed on 11 May 2011 and accordingly, MPB currently holds 95% of the issued and paid-up share capital of Kurnia and Jupiter, respectively. The acquisition was completed on 13 April 2012 following the acquisition of the fourth (4th) and final tranche of 50,000 shares in Kurnia and 2,875 shares in Jupiter, representing 5% of the issued and paid-up share capital of Kurnia and Jupiter respectively. Accordingly, MPB now holds 100% of the issued and paid-up share capital of Kurnia and Jupiter, respectively.
The acquisition of PLSB was completed on 29 April 2005. The radio station operated by Max Airplay Sdn Bhd, a 75% subsidiary of PLSB, was launched as Fly.fm on 2 October 2005.
(ii) CH-9 Media Sdn Bhd ("Channel 9")
MPB completed the acquisition of 100% of Channel 9 on 23 September 2005. The television station was re-launched as TV9 on 26 April 2006.
(iii) Natseven TV Sdn Bhd ("ntv7") and Synchrosound Studio Sdn Bhd ("Synchro")
The scheme creditors approved the proposed debt restructuring scheme on 27 September 2005 paving the way for the acquisition of ntv7. The acquisition of ntv7 was completed on 30 December 2005. Synchrosound was acquired together with the acquisition of ntv7. The radio station owned by Synchro (previously known as WaFm), had ceased transmission on 1 October 2005. The radio station was re-launched as Hot.fm, a Malay station on 6 February 2006.
(iv) UPD Sdn Bhd ("UPD")
The acquisition of UPD from the Utusan group was completed on 28 February 2007.
(v) The Right Channel Sdn Bhd ("TRC")
On 28 February 2007, MPB completed the acquisition of TRC from the NSTP group.
(vi) Big Tree Outdoor Sdn Bhd ("BTO")
MPB completed the acquisition of BTO on 30 March 2007, a leading outdoor advertising outfit in Malaysia which is planned to spearhead MPB's expansion into the outdoor segment.
(vii) Radio Wanita Sdn Bhd ("RWSB")
MPB completed the acquisition of RWSB on 19 January 2009.
(viii) The New Straits Times NSTP ("NSTP")
MPB completed the acquisition on 14 December 2010.
As at 14 December 2010, MPB owns 98.17% of voting shares in NSTP.
(ix)Kurnia Outdoor Sdn Bhd and Jupiter Outdoor Networks Sdn Bhd (collectively known as "Kurnia")
The acquisition of the third tranche of 60,000 shares in Kurnia and 3,450 shares in Jupiter has been completed on 11 May 2011 and accordingly, MPB currently holds 95% of the issued and paid-up share capital of Kurnia and Jupiter, respectively. The acquisition was completed on 13 April 2012 following the acquisition of the fourth (4th) and final tranche of 50,000 shares in Kurnia and 2,875 shares in Jupiter, representing 5% of the issued and paid-up share capital of Kurnia and Jupiter respectively. Accordingly, MPB now holds 100% of the issued and paid-up share capital of Kurnia and Jupiter, respectively.
8) What is MPB's dividend policy?
The Revised Dividend Policy will have a payout ratio ranging from minimum 25% to the maximum of 75% (from previous 20% to maximum 50%) based on:
- PATAMI
- Funding requirement (capital expenditure and investments); and
- Availability of cash flow
Dividends are to be paid twice a year, subject to availability of cash flow and funding requirement. Increase in the range of dividend payout ratios also provides the Group with the flexibility to meet future shareholders' expectation.
- PATAMI
- Funding requirement (capital expenditure and investments); and
- Availability of cash flow
Dividends are to be paid twice a year, subject to availability of cash flow and funding requirement. Increase in the range of dividend payout ratios also provides the Group with the flexibility to meet future shareholders' expectation.
