From the earlier SGX Annc,
As a result of the above, on completion of the UPA, the Unit Sellers will have disposed of 100% of their respective interests in Forterra, except for TAIL which will retain 1,439,056 units (the "Residual Units"), representing 0.57% of the units in issue as at the date of this announcement, which falls below the 5.0% substantial unit holder threshold. TAIL has further confirmed that it will be disposing of the Residual Units on the open market within 6 months of the completion of the UPA.
Conditions Precedent to Settlement
(a)
(b)
Certain other conditions must also be satisfied, including: FRE remaining in place as trustee-manager of the Trust; there being no events arising which would likely prevent FRE from remaining in place as trustee-manager of the Trust; New Precise being entitled to exercise more than 25% of the votes exercisable by Unit holders at meetings of the Trust following completion (on a fully diluted basis); there being no insolvency in respect of any of the selling parties to the transaction documents; Nan Fung not being required to make a mandatory offer for the remaining units; delivery of documents ancillary to the court orders such as deeds of release concerning certain security interests over the securities being sold; Option Units being placed in escrow on terms satisfactory to New Precise; and other customary closing conditions for transactions of this nature.
Comments:
1) Correct me if I am wrong, I think there is no precedent yet where a SGX listed Business Trust has been taken private. Under the Singapore Business Trust Act,
the Trustee Manager can be removed only if 75% of unit holders vote in favor. Therefore, it seems logical that if one were to make a GO on a Business Trust (BT), the first step would be to get control of the “Trustee Manager” first,
without triggering a MGO. Otherwise, one may end up being a majority shareholder without the “controlling power”.
2) Under the revised Singapore Code on Takeovers and Mergers (April 2012), for the purpose of determining thresholds in MGO, options are counted as acquired shares
http://www.wongpartnership.com/files/download/126
3) Total number of shares deemed acquired by Nanfung:
68,268,322 (UPA) + 7,815,057 (put/call option) + 3,050,000 (UOS) = 79,133,379 = 29.90%
Enlarged share base = 253,794,717 (existing) + 7,815,057 + 3,050,000 = 264,659,774
4) If the 1,439,056 “residual units” would have been included, it would have triggered a GO - which they were trying to avoid.
5) Would there be a GO after Completion ? Keep guessing !
(Vested)