LTC Corp (prev. Lion Teck Chiang)

Interesting development....EGM adjourned which means exit offer may not be fulfilled since it is conditional. 

Update Announcement

http://infopub.sgx.com/FileOpen/Offeror_...eID=534119

"As set out in the Exit Offer Letter, the Delisting and the Exit Offer are conditional upon the following conditions (the “Delisting Resolution Approval Conditions”) being fulfilled: 
(i) the SGX-ST agreeing to the application by LTC to delist from the Official List of the SGX-ST; and 
(ii) the resolution of Shareholders to be proposed at the EGM in respect of the Delisting (the “Delisting Resolution”) being passed at the EGM. 

Based on the Adjournment Announcement, the Delisting Resolution was not put to a vote by the Shareholders, as the EGM was adjourned (the “Adjournment”). Accordingly, the Exit Offer remains conditional upon the Delisting Resolution Approval Conditions being fulfilled. "

sorry, noob question. why was the EGM adjourned? Doesnt LTC want to delist?

(15-11-2018, 02:08 PM)financiallyfree Wrote: sorry, noob question. why was the EGM adjourned? Doesnt LTC want to delist?

The adjournment motion was moved and seconded by minority shareholders and meeting was adjourned after voting was concluded for the motion.

Yes, LTC Corp might want to delist but it doesn't mean that we, as minority shareholders, will agree with them, even if the exit offer is deemed fair and reasonable by the IFA. You can read through some of the postings here for some of our views and I shall not repeat them here.

I regretfully unable to attend this morning EGM although I have earlier duly sent in my proxy form to appoint the chairman to vote against the delisting resolution.

As that delisting resolution was adjourned, i.e. not put to a vote by the shareholders, can I seek some enlightenment from those who attended - does it mean there was no seconder for delisting resolution or was it adjourned due to some technical issue on the resolution itself?

(15-11-2018, 11:56 PM)pianist Wrote: I regretfully unable to attend this morning EGM although I have earlier duly sent in my proxy form to appoint the chairman to vote against the delisting resolution.

As that delisting resolution was adjourned, i.e. not put to a vote by the shareholders, can I seek some enlightenment from those who attended - does it mean there was no seconder for delisting resolution or was it adjourned due to some technical issue on the resolution itself?

It was adjourned because minority shareholders wanted the proposed changes by SGX Regco on delisting rules to be in place first. Under the company's act and also the company constitution, shareholders have the right to move a motion to adjourn a meeting if a valid reason had been given.

https://www.businesstimes.com.sg/compani...djournment

(16-11-2018, 12:42 PM)ghchua Wrote:

(15-11-2018, 11:56 PM)pianist Wrote: I regretfully unable to attend this morning EGM although I have earlier duly sent in my proxy form to appoint the chairman to vote against the delisting resolution.

As that delisting resolution was adjourned, i.e. not put to a vote by the shareholders, can I seek some enlightenment from those who attended - does it mean there was no seconder for delisting resolution or was it adjourned due to some technical issue on the resolution itself?

It was adjourned because minority shareholders wanted the proposed changes by SGX Regco on delisting rules to be in place first. Under the company's act and also the company constitution, shareholders have the right to move a motion to adjourn a meeting if a valid reason had been given.

https://www.businesstimes.com.sg/compani...djournment

 hi chua

interested to know.  on what basis was it adjourned? based on the best interests of shareholders? why is it a show of hands? why didnt a poll called??

Thanks in advance

I suppose the current rule wasn't clear on this ie vote by hand or poll, when shareholders present asked for adjournment, availed by the company act? Also, show of hand tend give more the much needed weight to minority shareholders present, in line with the proposed intended direction to protect minority shareholders.
The next question now is till when? The longer it drags, its going to be painful for both the ruling concerted party as well as for the minority shareholders, taking into account the company suka suka didnt declare its usual annual final dividend. Just as I missed out attending the egm, at the same time I was guided by a legal professional in another briefing that going forward I think in the soon to be revised code of governance or sgx listing rules that bod or its committee has to provide documented justified basis on why dividend is not declared. I suppose more such adjournment availed should be utilised in the future?

Hi opmi and pianist,

I think we must be clear on the company's act and SGX listing rules. The company is listed on SGX and enters a contract with SGX and therefore have to abide with the listing rule. But company's act is law and when in doubt, I think we must fall back on the company's act.

In this case, a minority shareholder moved a motion to adjourn the EGM. On what basis? As I have stated above, on the grounds that the impending changes to the delisting rules by SGX. Note that the shareholder moved a motion, he did not proposed a resolution. Under SGX listing rules, all resolutions presented at meetings will have to be put into vote by poll. But in this case, it is not a resolution being proposed. Under the company's act, a motion can be moved and voted via show of hands.

Why didn't a poll called? As I said above, it is a motion, not a resolution. Anyway, for your information, a poll was indeed called as the lawyers also wanted to be safe. However, using show of hands and poll yielded different outcomes. Therefore, since the intention of the meeting is not clear, it was stood down and adjourned.

(17-11-2018, 10:44 AM)ghchua Wrote: Hi opmi and pianist,

I think we must be clear on the company's act and SGX listing rules. The company is listed on SGX and enters a contract with SGX and therefore have to abide with the listing rule. But company's act is law and when in doubt, I think we must fall back on the company's act.

In this case, a minority shareholder moved a motion to adjourn the EGM. On what basis? As I have stated above, on the grounds that the impending changes to the delisting rules by SGX. Note that the shareholder moved a motion, he did not proposed a resolution. Under SGX listing rules, all resolutions presented at meetings will have to be put into vote by poll. But in this case, it is not a resolution being proposed. Under the company's act, a motion can be moved and voted via show of hands.

Why didn't a poll called? As I said above, it is a motion, not a resolution. Anyway, for your information, a poll was indeed called as the lawyers also wanted to be safe. However, using show of hands and poll yielded different outcomes. Therefore, since the intention of the meeting is not clear, it was stood down and adjourned.

thanks. 

in first Vard delisting EGM, I feel that the service providers and the IDs sided with the Company(controlled by Offeror) when minorities tried to adjourn with the circular discrepancy.

(17-11-2018, 01:04 PM)opmi Wrote: in first Vard delisting EGM, I feel that the service providers and the IDs sided with the Company(controlled by Offeror) when minorities tried to adjourn with the circular discrepancy.

I remembered there was some arguments but in the end, they decided not to adjourn the EGM on account that the circular discrepancy will not result in a change in opinion on the IFA recommendation - i.e. the exit offer will still be deemed as not fair but reasonable even if the numbers for SembCorp Marine had been corrected.

In LTC Corp case, the argument is that the proposed consultation for change in delisting rules might affect the outcome of the vote at the EGM. Although the IFA opinion is that the exit offer is fair and reasonable, one of the proposed change is that the controlling shareholder cannot vote in the delisting resolution. Since the controlling shareholder holds more than 88% of LTC Corp, it is quite a significant event and the basis for adjournment is there.