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THE Malaysian rating agency business is dominated by two distinct and important companies – RAM Holdings Bhd and Malaysian Rating Corp Bhd (MARC).

The key role of both companies, despite being owned by other corporations, is to provide an independent assessment of credit ratings of institutions or corporates that require rating services when new debt instruments are issued.

Rating agencies play a significant role in the development of a vibrant debt capital market, as their services are required even post-issuance to ensure that the rating assigned to the papers that are issued reflects the core fundamental principles in assessing a credit paper.

In addition, rating agencies also provide other auxiliary services, which among others include training, risk analysis and research, as well as bond pricing.

Recently, RAM has been in the news due to changes in the shareholding of the company, as CTOS Digital Bhd, which owns some 19.225% of the company is expected to extend a general offer to acquire the remaining shares it does not already own.

This is made possible as the Securities Commission (SC) has approved “more than one applicant” to hold more than 20% shareholding in a credit rating agency (CRA).

Of course, about two weeks ago, shareholders of RAM also approved the resolution to remove the 20% cap on any individual RAM shareholder.

Presently, CTOS is the second-largest shareholder of RAM, after Oscar Matrix Sdn Bhd (OMSB), which owns 19.9%. Two other largest shareholders are S&P Global Asian Holdings Pte Ltd, with a 19.2% stake, and Dragonline Solutions Sdn Bhd, with 15.65%.

Nine other shareholders own between 0.3% and as much as 5.8% held by Hong Leong Bank. In total, these nine other shareholders own 26.02% of RAM.

Will CTOS obtain control?

With a 19.225% stake, and with the green light obtained for any shareholder to raise their stake above the 20% threshold as well as CTOS’ move to extend a general offer, the question on everyone’s mind is whether CTOS will succeed in gaining majority control or more than a 50% stake.

CTOS has a friendly party among the other shareholders in RAM as OMSB is a company that is owned by a fund, which is also a substantial shareholder of CTOS.

The common shareholding suggests that it is likely that OMSB will cease as a shareholder of RAM, thus allowing CTOS to raise its stake to at least 39.125%.

CTOS would then be just 10.875% plus one share away from gaining a majority control and in all likelihood, this would likely see some of the other nine shareholders agreeing to the general offer.

CTOS would easily gain the 50% threshold if all the minority shareholders with less than a 5% stake presently, which collectively totals 11.7%, accept the offer, giving CTOS a 50.83% stake in RAM.

If the offer price made by CTOS is good enough, even other major shareholders may throw in the towel and pass the baton for CTOS to own an even larger stake in RAM.

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