Thursday, July 19, 2012

The Talam Debt Settlement for Dummies: Questions for Khalid

Gua sebenornye dah malas nak tulis blog...

I think quite a number of people have "tried" to explain this whole thing tapi macam incomplete aje...I also find this whole debate merepek

Even the man in charged wanted to get 5 Accounting Firms to write a White Paper...dude WTF you wanna waste money (here)

Selangor Menteri Besar Khalid Ibrahim declined to discuss in the Selangor state assembly today the totality of transactions that state investment arm Menteri Besar Incorporated undertook in the restructuring of Talam Corporation debts. Khalid told the state assembly that it would be best to leave the matter to professionals, so that all details would be looked into properly and enumerated. “Let’s leave it to the professionals. They will explain whether it was done properly. I will not explain now. This is not the place. I will let them do it,” Khalid told the assembly. Talking about it in the state assembly with sketchy information from either side would be a “waste of time” he said. “Or else, if you know only a quarter of the story here and there, and just shoot (in the dark), there will be no end to it.” Winding up the debate on the state’s Supplementary Budget Bill, Khalid explained that the state would appoint five reputable local audit firms with proven international links to study and report on the MBI transactions to prevent any further misunderstanding. Former federal audit chief to be roped in Speaking to reporters at a press conference after the state assembly sitting for the day ended, the menteri besar said former federal audit chief Md Salleh Mahmud would be roped in to evaluate the five firms to be selected and to oversee the entire process. “This is to maintain the independence of the exercise,” he explained. Khalid made the announcement flanked by state secretary Mohd Khusrin Munawi and state financial officer Mohd Ariff Abdul Rahman, who along with himself make up the three-man board of MBI. The five firms, he added, would produce a White Paper in which the entire workings and transactions of the debt restructuring exercise would be disclosed. This, for the layman, “will be quite difficult to understand, even for the MCA”. (here)
So here goes..

The Details of The MBI Talam Settlement is sourced from this circular to Shareholders by Talam (here)

The Payment Structure from State to SIC, MBI and the Original Debtors (UNISEL, KHSB, PNSB) can be read from the state 2009 report (here) page 15 and 19 respectively. You may also refer to Dr Dzul kindergarten attempt to explain (here)

Basically there are a set of "Settlement Assets" as per Section 2.1 of the Talam Circular

I've summarized them into Table below

What has essentially happened is that Talam selected a few assets out of their Berbillion2 Asset to be used as Settlement Assets for this transaction

It used an External Valuer to appraise then agreed with MBI the "Gross Consideration" to be used for the Settlement. I will not go into a debate about valuation as it is just a valuation...more of an art rather than science...

Some of the Assets are Free from Encuberances (the ones in Yellow) inclusive of Item 5 which is in the form of Equity Security

Some are charged to Lenders who are  ABRAR, INSAS, Bangkok Bank (BBB), TA First Credit (TAFC), CIMB, IJM Construction (IJMC) and EON (the ones in Orange) respectively (Refer Section 2.1 for details)

Just how did they arrive at the Proposed Settlement Value

Refer table below (Items in colors refer to the total of items in the same color in the previous table)

Just how the hell did they do all this?

Refer below for those yang malas baca and tak reti nak trace flow of transaction

Folks right click open in a new tab to have a better view of the diagram

If you have read Dr Dzul (here) he did not show the Right Part of the Diagram above. Pakcik lupe ke?

If you've been following Little Lost Chua Vs Tony Pua Vs Rafizi you would probably rasa pening kepala naik malas.

So to cut long story short.

The 3 State Entities "assigned" the Debt of Talam to The State (Top Left) via the Assignment of Debts Agreement

The State having consolidated the Debts asked SIC to purchase them via the Receivable Purchase Agreement (Refer Page 15 of State Financial Report)

SIC takde duit so they prepared a Financing Facility with CIMB (bottom left)

In order to pay SIC, the state then got another entity MBI to enter into another Receivable Purchase Agreement with SIC

The State then approve a grant to MBI (page 19 of State Financial Report)

SIC after getting the money from MBI paid CIMB deal done....tutup cita that part.

Now on the top right hand side of the diagram

MBI then enters into a 'Proposed Settlement Agreement" with TALAM

TALAM will transfer all the items identified (Cash, Equity and Land) including its Liabilities attached to the Land which have been charged to other Creditors to MBI

Dia siap bagi lebih sikit dari actual Debt Value by 30,514,000 , this is the confusion by Chua (here) go back to the first Table above to know how this value is derived.

MBI now is responsible to settle on behalf of TALAM to other Creditors kotak warna merah within 6 Months of Talam's Shareholder approval (Refer Section 2.4 of Talam's Announcement)

The big assumption here is that MBI is able to liquidate the Assets in Blue Color at the Gross Consideration Value.

If that happens then MBI is able to get full recovery of the original debts of 391Million

What happens if it can't get that value?

Remember also the Excess Value that Chua was confused about the State hutang Talam 30Million that will be paid back via a parcel of land

Anyway we all want to know can MBI do all that? Even Talam could not sell those land

Is there a ready buyer to buy these assets in order for MBI to pay Talam Creditors in 6 Months after approval of Talam's shareholders?

That is the unknown in this equation.

We also know that Talam has been redeeming the RCSLS-B and C bit by bit (refer here)

Where they got the money from ?

And where did MBI get the money to pay Talam if it did not liquidate the said assets?

Unless of course someone fork out another 266,264,000 to MBI for it to pay Talam's Creditors within 6 months (or the agreed extension timeframe)

That we need to ask Khalid......tak kan tu pun lu taknak jawap

Anyway Khalid lu ape cita mau take over Syabas pastu nak potong gaji 90% la nak fire management la

Just how the hell is that gonna keep my tap running?

BTW how you all like my new avatar??

Minds are like parachutes; they work best when open. -Lord Thomas Dewer