Singapore Paincare Holdings

[dreamybear]

I think the Q2 gives a good insight on the workings of the BOD.

For e.g., my layman understanding was the more technical stuff (e.g. review financial statements of an "investee company") is done by the management e.g. accountant/CFO, and the BOD is geared more towards strategic matters of the company. 

Well, learning never stops. 

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https://sgpaincare.com/
"Singapore Paincare Holdings Limited (“Singapore Paincare” or “the Group”) is a healthcare group with a focus on the treatment and management of chronic and acute pain. It was incorporated in 2018 and has been listed on the Singapore Exchange (SGX) since 30 July 2020.

The Group includes general practitioner clinics, specialist clinics, physiotherapy centres, a TCM clinic, and health screening facilities. Our holistic pain care ecosystem caters to patients at every point in their pain management journey."

https://links.sgx.com/FileOpen/SPCH-Resp...eID=822933
"The Board had utilised the due diligence report (both legal and finance), shared by another investor. 

Grant Thornton conducted the financial due diligence. The Board had looked at PuXiang’s financial health through the report. The Board also reviewed PuXiang’s audited financial statements, balance sheets, profit-and-loss statements, and cash flow reports and looked at their trends in revenue growth, profitability, and debt levels"

[Shrivathsa]

Good analysis by Dr Wealth on the inherent unfairness and opportunistic nature of the delisting offer.

https://drwealth.com/paincare-delisting-...hout-care/

[specuvestor]

The structure is self serving red flag not aligned with shareholders... interestingly there are a few like this still listed

"Think about it: two of them shared S$1.804 million, the shareholders shared S$1.965 million, and they now want to buy it back from public shareholders—at a discount to IPO price."

[weijian]

I thought it was amazing of SIAS to use their own methodology to derive a 37cents price. But the more amazing thing appeared when the market responded to it! Or are animal spirits abound in the local bourse?

Singapore Paincare up 12.1% as Sias urges shareholders to await IFA report

The activist for good corporate governance and investor rights says the company could be worth up to S$0.37 a share, more than twice its S$0.16 offer price

“It now wishes to delist at S$0.16 per share when the STI is trading at around 3,900 points... If the same IPO premium were to be applied now, the privatisation price should be around S$0.36 to S$0.37,” Sias said.

https://www.businesstimes.com.sg/compani...ifa-report

[hh488]

I was also surprised that SIAS spoke up this way. If I remembered correctly, many years back, there was this SK Jewellery that got delisted at half the price of its IPO. IPO price was around 30 cts and SK was delisted at 15 cts. Subsequently, they relisted and probably renamed the current Moneymax (same founder and son). If only SIAS spoke up during that time! There were perhaps other listed companies delisted in similar manners.

[Shrivathsa]

An announcement from the Offeror that they will not be revising their price.

https://links.sgx.com/FileOpen/No%20incr...eID=848564

Most companies at least make the attempt to engage with SIAS, Investor community and at least attempt to come up with a fair and reasonable offer.

Is there a way for SGX to bar such companies' founders and their directors from acting in similar or comparable positions in listed companies on SGX after such unfair offers and delisting?

[weijian]

An announcement from the Offeror that they will not be revising their price.

https://links.sgx.com/FileOpen/No%20incr...eID=848564

Most companies at least make the attempt to engage with SIAS, Investor community and at least attempt to come up with a fair and reasonable offer.

Is there a way for SGX to bar such companies' founders and their directors from acting in similar or comparable positions in listed companies on SGX after such unfair offers and delisting?

Hi Shrivathsa.

The IFA offer is not out yet. So I am not sure where you based your "fair and reasonable offer" and "unfair" comments. SIAS has publicly advised OPMIs to wait for the IFA recommendation. Even SIAS themselves were probably stunned by the market reaction/headlines and had to come up with a follow-up clarification as below:

https://sias.org.sg/latest-updates/sias-...fa-report/

But if you have done some personal analysis to derive a viewpoint, feel free to share.

Any Offerer has the freedom to decide their purchase price. If it isn't, I suspect it may even breach the Singapore Constitution about freedom. As per takeover code, the main rule governing the offer price is that the price cannot be lower than the highest price paid for any purchases by Offerer/concerted parties in last 6 months.

I think it should be very clear that markets are not our "father or mother", and we are ultimately responsible for the safeguard of our monies. While regulators pay a part but they are not perfect and as OPMIs, we have to adjust according to the rules set by them, not the rules we think they should set.

When I started investing many years ago, one of the first companies I invested in was this aesthetic health company called Pacific Healthcare. I lost money but learnt a very important lesson that if the companies depend on just a few employees' niche skills or customer relationships, there is too much keyman risk. This learning has been instrumental in helping me to keep to Buffett's number1 in investing.