Kingboard Copper Foil

(27-03-2017, 08:23 PM)TTTI Wrote: The majority shareholders don't have to raise the offer price. They're not obliged to now....

Previously, the minorities are banking on the fact that the courts will enforce a compensation by making the majority shareholder buy them out.

Even if the majority loses the appeal, they are not obliged to buy from all minorities at all, much less to raise the price for all. If you read the judgement carefully, the court has been explicit in stating that any remedy will only apply to Pope's shares bought before the case is filed, and not to those shares bought after (which Pope did). Latecomers are buying a hope that it'll be extended, not an obligation.

Could the motive for the offer be to limit the potential remedy to Pope in the event the majority loses the appeal? I.e. any compensation will be based on price differential using the current market price (>40c) or offer price?

So does this means the court ruled that Pope also will not win its case against the defendant? It will get 40 ct just like it offers to the rest of the minority holders?

(28-03-2017, 08:22 AM)lanoitar Wrote:

(27-03-2017, 08:23 PM)TTTI Wrote: The majority shareholders don't have to raise the offer price. They're not obliged to now....

Previously, the minorities are banking on the fact that the courts will enforce a compensation by making the majority shareholder buy them out.

Even if the majority loses the appeal, they are not obliged to buy from all minorities at all, much less to raise the price for all. If you read the judgement carefully, the court has been explicit in stating that any remedy will only apply to Pope's shares bought before the case is filed, and not to those shares bought after (which Pope did). Latecomers are buying a hope that it'll be extended, not an obligation.

@lanoitar

Yes, exactly. I wrote about that previously:
https://thumbtackinvestor.wordpress.com/...-holdings/

But those who bought later though, may not necessarily be just simply hoping the offer extends to them as you mentioned.
As I've worked out, before the appeal was successful, the court would mandate that this situation be resolved. Because it is deemed oppressive.
So this means that even though the majority shareholders are NOT obliged to extend any offer to the other minorities, and even to POPE's shares bought AFTER the complaint was first brought up, they are obliged to resolve this situation somehow.


I've worked out the 3 scenarios this can turn out then.
The ball was in the majority shareholder's court to do something, and if they can't get an agreement with the minority shareholders, they'd have to go through arbitration. Either way, this gets resolved somehow. That's the catalyst.

But now that the courts are saying that it is NOT oppressive, then there's no pressure on the majority shareholders to resolve this. Status quo would suit them just fine.

(28-03-2017, 09:31 AM)hh488 Wrote: So does this means the court ruled that Pope also will not win its case against the defendant?  It will get 40 ct just like it offers to the rest of the minority holders?

POPE has already lost. 
The case is currently closed.

POPE's initial suit had 2 points of contention, they lost one and won the 2nd one regarding oppressive behavior during the initial suit.
Now with the appeal results, even the 1 that they won, has been overturned.

So they're back to sq 1.

So yes, they are entitled to the GO of $0.4 like everyone else, but as it stands, that's about it.

(28-03-2017, 09:15 AM)wee Wrote: Could the motive for the offer be to limit the potential remedy to Pope in the event the majority loses the appeal? I.e. any compensation will be based on price differential using the current market price (>40c) or offer price?

That's a creative thought.
Perhaps.
The courts may not be able to force the majority to buy back the shares of POPE.
But they sure could've awarded a compensation sum based on the price differential, so maybe that's their line of thought.

(27-03-2017, 09:46 PM)TTTI Wrote:

(27-03-2017, 08:35 PM)cif5000 Wrote:

(27-03-2017, 08:23 PM)TTTI Wrote:

(27-03-2017, 05:28 PM)activistasia Wrote:

(27-03-2017, 05:17 PM)TTTI Wrote: Court of Appeal is the final court.
So no more legal basis to proceed.

The majority shareholders won, and this whole legal exercise, spanning several years, did absolutely nothing to change the status quo.
The majority and minority shareholders are still stuck in a quagmire, the lawyers were the only ones that came out of it as winners.

The offer of $0.4 is of course still valid, but there's nothing else for the other minority shareholders to look forward to. 
The majority shareholders don't have to raise the offer price. They're not obliged to now.
The status quo is actually what suits kingboard laminates currently. They get to bypass the minority shareholders.
It looks like the most of the minority shareholders who were shareholders since much earlier, would've lost big despite going through years of lawsuits and waiting.

there is still JCPC and there is still IFA advice which may deem it unfair. Possible catalysts but not the strongest.

What's JCPC?

IFA is only in relation to the current offer of $0.4. If IFA says it's not a fair offer, then sure, go ahead, minority shareholders don't have to tender their shares but they are still stuck in limbo.
With this ruling, the majority shareholder doesn't even NEED to buy out the minority shareholders if they choose to. Previously, the minorities are banking on the fact that the courts will enforce a compensation by making the majority shareholder buy them out.
In fact, if I am them, I'll stick to this same arrangement whereby the facilities are contracted out to Harvest Resource Management.
The court ruling has pretty much stated that such an act, is not oppressive in nature. So essentially, there is nothing to stop them from continuing this arrangement indefinitely.

JCPC - Judicial Committee of The Privy Council 

If they want to continue with this arrangement indefinitely, why make a $0.40 offer in the first place?

JCPC - Judicial Committee of The Privy Council 

Hmmm, where'd you get this idea from???

I checked with a lawyer friend cos I've never heard of JCPC, and his reply:
"Errr XXXX, where did you get your source from man? You're living with the dinosaurs. Read this"

I was directed to this:

http://www.supremecourt.gov.sg/about-us/...the-courts

And I quote:
"The Court of Appeal generally hears appeals against the decisions of the High Court in both civil and criminal matters. It became Singapore's final court of appeal on 8 April 1994, when appeals to the Judicial Committee of the Privy Council were abolished."

1994................

Hi thanks for clarifying. Sorry I wasn't clear enough. I never said the offer will be revised higher. I'm saying catalyst that may tick up the share price. And this is in court of Bermuda and not the SG Court FYI. https://www.gov.bm/court-appeal

Court of Appeal

The Court of Appeal entertains appeals from the Supreme Court. Any person not satisfied with a decision of the Court of Appeal can appeal to the Judicial Committee of the Privy Council.

(27-03-2017, 10:12 AM)opmi Wrote: Cannot find the judgement on the Bermuda Court of Appeal website leh.....

What a turn of event...

They heard (the) OPMI, and published it.

http://infopub.sgx.com/FileOpen/Appeal%2...eID=445178

any lawyers here?

KINGBOARD COPPER FOIL HOLDINGS LIMITED
(Company Registration No. 26998)
(Incorporated in Bermuda)
(Singapore Stock Code: K14)
other than those which are owned, controlled or agreed to be acquired by the Offeror Concert Group

FINAL OFFER PRICE
1. INTRODUCTION
Religare refers to the offer document dated 20 March 2017 in relation to the Offer. All
capitalised terms used herein, unless otherwise defined, shall have the meanings ascribed in
the offer document.

2. FINAL OFFER PRICE
The Offer Price of S$0.40 in cash per Share is final and the Offeror will not be revising the
Offer Price.

3. CLOSING DATE
The Closing Date for the Offer is 5:30 p.m. on 17 April 2017 or such other date(s) as may be
announced by the Offeror from time to time. Acceptances for the Offer must be received not
later than the Closing Date.

(31-03-2017, 06:09 PM)opmi Wrote: KINGBOARD COPPER FOIL HOLDINGS LIMITED
(Company Registration No. 26998)
(Incorporated in Bermuda)
(Singapore Stock Code: K14)
other than those which are owned, controlled or agreed to be acquired by the Offeror Concert Group

FINAL OFFER PRICE
1. INTRODUCTION
Religare refers to the offer document dated 20 March 2017 in relation to the Offer. All
capitalised terms used herein, unless otherwise defined, shall have the meanings ascribed in
the offer document.

2. FINAL OFFER PRICE
The Offer Price of S$0.40 in cash per Share is final and the Offeror will not be revising the
Offer Price.

3. CLOSING DATE
The Closing Date for the Offer is 5:30 p.m. on 17 April 2017 or such other date(s) as may be
announced by the Offeror from time to time. Acceptances for the Offer must be received not
later than the Closing Date.

@opmi 
thanks for updating.

As I expected, no revised offer, they are likely to be happy to stick with the status quo.

The crazy thing is, the market price was still above $0.4 after the court ruling. Some investors actually believe there will be a revised offer? Why would they do that if they could get the good stuff (the copper foil at below market rates) indefinitely via this arrangement while de risking their BS by keeping KCF listed?