01-03-2021, 12:15 PM
(01-03-2021, 09:16 AM)ghchua Wrote: [ -> ](28-02-2021, 10:42 AM)lonewolf Wrote: [ -> ]Personally, I think they just want control (hence the conditional offer). And they want to do it as cheaply as possible (hence the low-ball offer). This is also why a revision of the offer is not going to happen.
Hi lonewolf,
The condition of 50% or more acceptance is imposed by the takeover code of the Companies Act. Like it or not, when one makes any general offer, the condition will be there.
The offeror had already stated their intention is to make the company its wholly owned subsidiary and does not intend to preserve the listing status of the company. I think this statement is quite clear. Unlike the Lum Chang case study (which I have debated with dydx earlier in this topic), the offeror wants 100% of Penguin and delist the company from SGX.
Now there is an interesting twist here. The offer is deemed "not fair but reasonable" by the IFA. What does it mean? It means that the only way now for the offeror to force delisting is via compulsory acquisition under Section 215(1) of the Companies Act. They cannot use loss of free float as a reason for delisting since under new rule from SGX Regco, all applications for delisting must be deemed "fair and reasonable" by IFA and they have received acceptance of at least 75% of independent shareholders at the close of the offer.
The IFA opinion had closed one of the route whereby they can delist the company. I agree with dydx here, the chances of a higher revised offer is high if the offeror wants to gather higher acceptance to achieve its aim.
According to Cambridge Dictionary, 'fair' is "treating someone in a way that is right or reasonable...". It is, therefore, that the Offer which is "not fair" cannot be reasonable.
In fact, the IFA and many of other IFAs are talking rubbish. there is no such thing as "NOT FAIR BUT REASOSNABLE".