Forterra Trust (formerly: Treasury China Trust)

[KopiKat]

Forterra has announced the completion of acquisitions by Nanfung - including the completion of assignment of 3,050,000 options to Nanfung.

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

Therefore, total number of shares deemed acquired by Nanfung：

68,268,322 (UPA- existing shares) + 7,815,057 (put/call option – existing shares) + 3,050,000 (UOS – new shares to be issued) = 79,133,379

Enlarged share base = 253,794,717 (existing) + 3,050,000 (new shares to be issued) = 256,844,717

Without enlarged share base: % shares deemed owned by Nanfung = 79,133,379/253,794,717 = 31.18%

With enlarged share base: % shares deemed owned by Nanfung = 79,133,379/256,844,717 = 30.81%

I could be wrong on this - but if my interpretation is correct - Nanfung has crossed the 30% MGO thresholds.

(vested)

I was looking thro' AR2012,

Pg44 : There are a total of 7,460,000 Forterra Options outstanding as at 31 December 2012 (175,000 was converted in 2013 fm SGX Annc)
Pg91-92 : Details of the 7 tranches of UOS (Only Tranche ONE is in-the-money and that's likely the one being offered to Nan Fung)
Pg98 : Shows potential impact to NAV if UOS were exercised. Also from Convertible Debts

Some thoughts,
1. Perhaps the options rule refers only to an option to issued shares (Call/Put on existing issued shares) and not to-be-issued ones (eg. UOS)?
2. If I'm wrong in (1), then we'd also need to include in the Base (of total shares) the other UOS that's not offered to Nan Fung?
3. Further to (2), would we also need to increase the Base further by adding the potential units from the Convertible Bonds?

Perhaps you're right but we need to consider (2) & (3), that's why the 30% trigger was not activated? I was looking at their additional stake in Sino Ocean Land Convertible Securities (posted the link in an earlier post) and in HKSE, they do treat that as part of their Total Holdings in Sino Ocean Land.

So, if I'm right, perhaps the 30% trigger will be "unintentionally" triggered when the Convertible Bonds holders decide to redeem, rather than convert (this change of shareholder to Nan Fung being a trigger itself for early redemption) and Nan Fung can likely easily get a waiver if they so intend...

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Orang Kaya san

Good buy or good bye (to the money), only time will tell.

IMHO, it appears out of character for NF to run a public company. And since they do have loads of experience investing in properties in China already, chances are they just wanted to add these assets to their portfolio.

According to my half-past six, back of the envelope calculation, they will make loads of money if they GO at 2.98. Even if kenna pushed to 4.50, the profits are not too shabby either.

hello Big Boss HitandRun san

ok..rubber stamp 3lots @2.12 for a *feel*....seller hse 73

<vested>

Wah... you put in 60, isit? Now got 57 in Buy Q...
My previous ones also mostly CP '73'.... I wonder which brokerage Pacific Alliance uses...