14-03-2015, 12:17 AM
(13-03-2015, 06:08 PM)brattzz Wrote: [ -> ]i am the crowd though.. just a kapoh watching on.. not vested sir..
Me too.
Watching this M&A unfold is a good learning experience.
(13-03-2015, 06:08 PM)brattzz Wrote: [ -> ]i am the crowd though.. just a kapoh watching on.. not vested sir..
(13-03-2015, 03:45 PM)CityFarmer Wrote: [ -> ](13-03-2015, 01:25 PM)Layman A Wrote: [ -> ]Buying at $4.54, and then tender for $4.38, and then repeat and repeat ... Wow !
But you could be right, there may be some funds involved.
But, you see, the takeover bid is still lingering at a low possibility 68% last weeks,
and suddenly it shoot up within days after I come here and point out that it's a counter productive scheme.
You see the missing link here ?
Who is in action ?
I have followed quite a number of GO for learning. Most, if not all, the acceptance will accelerate few days before the closing date. Nothing new here.
The speculation of your role in the acceleration of acceptance, is highly illusive, IMO
(13-03-2015, 11:45 PM)ghchua Wrote: [ -> ]I think I shall try to make it clearer.
There are 3 sub-sections here and what we are interested in are Section 215(1) and Section 215(3), since the 90% in both sub-sections meant different things.
Section 215(1) - The 90% here essentially means if the Offeror reaches or exceeds 90 per cent. of the total number of issued Shares (excluding treasury shares and other than those already held by the Offeror, its related corporations or their respective nominees as at the Commencement Date) at the close of the offer. This is actually what had been discussed before - i.e. the percentage required for the Offeror to execute compulsorily acquisition. Since the Offeror owns 54.6% of Keppel Land before it makes the offer, it will require 54.6+0.9x45.4=95.5% of the total number of issued Shares to execute compulsorily acquisition. No action is needed on your part if the Offeror execute compulsorily acquisition and you will get your proceeds and your shares will be acquired. Please note that the Offeror has the right under this sub-section but it doesn't mean that he will execute.
Section 215(3) - The 90% here is not the same as the 90% in Section 215(1). The 90% here includes the stake that the Offeror has before it makes the offer. What it means is that if the Offeror at the close of the offer have more than 90% of the total number of issued Shares, dissenting minorities have the right under this sub-section to require the Offeror to acquire their Shares under the same terms. Note that by law, the Offeror just need to send you Form 58. You have the right, but you must execute your right by giving notice. I have actually wrote to the Offeror in one of the previous takeover case and went down to the law firm to sign and execute my right. Otherwise, your right under this sub-section expires in 3 months.
Of course, then you might ask me if the Offeror get more than 90% but less than 95.5% of the total number of issued Shares at the close of the offer, what happens if I don't execute Section 215(3)? Well, then the free float requirement of SGX is not met and the company faced delisting under the listing rules. Note that this has got nothing to do with the Company Act that I have discussed above. SGX listing rules is under the Listing Manual which I shall discussed further.
Rule 724 of the Listing Manual further states that the SGX-ST may allow the Company a period
of three months, or such longer period as the SGX-ST may agree, for the percentage of the total number of issued Shares held by members of the public to be raised to at least 10 per cent., failing which the Company may be delisted from the SGX-ST. But we are still sort of protected here under the Listing Manual because if the Offeror faced delisting due to the free float requirement of SGX is not met, it will have to provide a reasonable exit offer for minorities. Therefore, when we come to this stage, you will still have a chance to exit via this delisting offer. Of course, you must act to accept this delisting offer. Otherwise, I am afraid that you will be holding onto unlisted shares after delisting.
As you can see, there are ample opportunities for one to exit. Minorities are protected under the Company Act and Listing Manual. To summarize, you can exit via:
1. Accept the offer straight to exit, provided it turned unconditional.
2. Wait for compulsory acquisition if the Offeror met and execute Section 215(1).
3. If the Offeror cannot meet/don't wish to execute Section 215(1) but meet Section 215(3), you have the right under Section 215(3) to exit but you must exercise your right.
4. Delisting offer if the Offeror cannot meet SGX free float requirement after the close of the offer
Then you may also ask - What if the Offeror couldn't get more than 90% of the total number of issued Shares at the close of the offer and I didn't accept the offer? Then it will be business as usual and the shares will continue trading at the close of the offer, just like the recent cases of CH Offshore and LCD Global Investment. You may then choose to sell your shares in the open market to exit. There is no guarantee though that the market price will be the same as the offer price.
Hope that the above helps.
(13-03-2015, 01:32 PM)specuvestor Wrote: [ -> ]ghchua is actually also describing in part how certain stockists can also provide certain services. There has to be a purpose for the 4.38/4.60 structure.
Keppel and concerted parties cannot be directly buying in the market else the takover price has to be revised to latest higher purchase price, in accordance to the takeover code.
(14-03-2015, 02:15 AM)Layman A Wrote: [ -> ]I just realized that uncle specuvestor has posted something that make sense here, which I completely ignored.
Be the films/persons of such servces be called
- a middle man
- a stockists
- a broker
- a proxy
or whatever.
Their job is to buy from the open market and tender the shares to the offeror.
By engaging a middleman, the offeror get to scoop up the shares in the market and avoid violating the takeover code.
This is the corrective actions I am talking about.
Am I in highly illusive mode again ?
(13-03-2015, 04:25 PM)Layman A Wrote: [ -> ]So, to recap the whole drama,
I just speculate the role of the characters here for fun.
1. The Bad Guy
He is from Credit Suisse. ( Clue : post #270 )
No nonsense hard pressure tactic from the very first post.
I quote an example of the threatening tactic he used :
" Keppel corp has already indicated that in the event a free float is too low after this exercise, they don't intend to maintain free float to keep it listed.
So existing shareholders could be stuck with a delisted Keppel land with no way to exit anytime soon.
I speculate that this person is GFG.
2. The Good Guy
He is from DBS.
In the beginning I thought he is the good guy that come to my rescue. The facts that he posted was not to my favour but at least he stick to the truth with the proper reference.
Things that he posted like "No increase statement" comes with link that backup his claims.
I speculate that this person is grubb.
3. The Ugly Guy
He is a passerby with no business in this episode.
Instead he get baited in and started to post stupid stuff like
" At 90% the shareholders have right to force company to buy ie put option. But without class action in Singapore, someone has to be vested enough to enforce the put option either through the company or court. "
The post that he put in here makes him look like a clown, and is not helpful to the reputations that he has painstakingly build up in this forum.
I speculate that this person is specuvestor .
Lastly,
4. The Fool
Extremely Stupid person who simply refuse to accept the unfair takeover offer .
Instead he choose to fight a war that is impossible to win.
He wants to prove that OPMI can win the war too, BUT he was wrong.
I speculate that this person is me !
So, we have the Good, the Bad , the Ugly, and the Fool in this drama series.
(13-03-2015, 12:15 PM)ghchua Wrote: [ -> ]Hi Layman A,
There is no indication from the announcements that the offeror bought shares from the open market. The offeror holds 54.5% of Keppel Land prior to the offer, and 30.6% is through acceptances.
Therefore, we can only conclude that there are indeed many shareholders who accepted the offer, and I suspect they are mostly funds.
There might be some shareholders who accepted the $4.38 offer early, got back the cash within 10 days, bought more Keppel Land shares from the open market at around $4.50++ and then accepted the offer again, got back the cash within 10 days and then buy more Keppel Land shares from the open market at around $4.50++ and then accepted the offer again. You know what I mean.
As long as Keppel Land trades below $4.60, there will be investors buying and then tender the shares to the offeror since they wanted to make an arbritage from this special situation. It is their intention for this offer to be successful so that they can get back $4.60. Otherwise, they will only get $4.38 and they will lose out from purchasing the shares from the open market at around $4.50++.
(14-03-2015, 01:28 AM)Layman A Wrote: [ -> ]Hi CityFarmer,
I'm not saying I'm key in the acceleration of acceptance.
I'm saying I have made someone realized that they are indeed having a stupid scheme, and hence some correction actions comes in ,
and the take up rate shoot up !
Anyway, whether I will be rewarded with higher offer price, or I'll
be send to IMH for some highly illusive mental disorder like the following link is yet to be seen .
https://www.youtube.com/watch?v=ojmWRWijVfQ
(13-03-2015, 03:45 PM)CityFarmer Wrote: [ -> ](13-03-2015, 01:25 PM)Layman A Wrote: [ -> ]Buying at $4.54, and then tender for $4.38, and then repeat and repeat ... Wow !
But you could be right, there may be some funds involved.
But, you see, the takeover bid is still lingering at a low possibility 68% last weeks,
and suddenly it shoot up within days after I come here and point out that it's a counter productive scheme.
You see the missing link here ?
Who is in action ?
I have followed quite a number of GO for learning. Most, if not all, the acceptance will accelerate few days before the closing date. Nothing new here.
The speculation of your role in the acceleration of acceptance, is highly illusive, IMO