Keppel Limited

Maybe some of the remaining 4.9% are the 'Missing In Action' shareholders since the beginning of Straits Steamship. Hahaha.
Second thots, unlikely since the shares will be diluted to zero with rights issues.

(28-02-2015, 11:39 PM)GFG Wrote:

(28-02-2015, 10:26 AM)Boon Wrote:

(27-02-2015, 06:16 PM)GFG Wrote:

(27-02-2015, 05:02 PM)Layman A Wrote: Hi Boon,

Thanks for the info.

(27-02-2015, 04:16 PM)Boon Wrote: KepCorp holds 89%, less than 500 other shareholders who are members of the public hold the other 11%.

Hi Boon and Layman A

Scenario 3 technically cannot happen straight away. Because if KepCorp fails to cross the 90% threshold, that means at least 10% is "free float" aka in the hands of the public. So the company will not get delisted.

I am just trying to say that that's not a good scenario for minority shareholders because the share price will drop after the offer expires, and there's nothing to stop Kepcorp from accumulating slowly to eventually reach 90%. It just takes a bit longer but after everything is done and dusted, they can actually accumulate at a lower price.

They just have to accumulate to reach 90%, and they have already indicated their intention to purposefully NOT maintain an adequate free float to force a delisting.

This happened to Pertama Holdings just a few years back. I was one of the minorities that accepted the buyout offer, but they couldn't trigger the 90% threshold. So those who didn't accept, got stuck. The share price was in limbo for over a year, with very low liquidity. (Most of the shares were held by the major shareholder)

Hi GFG & Layman A,

Under the the “takeover-code/companies act”, once, the Offeror crosses the 90% compulsory acquisition threshold level, the “public free-float” would be less than 10% - hence delisting.

Under the SGX-Listing-rules, if public free-float condition no longer complys – SGX would delist the company until the public free-float condition is restored.

These are two separate rules

As for Pertama, HN holds only 83.1% (< 90%), and it was delisted because the free-float was at 7.77%

Presumably, the remaining 9.14% was held by SSH who are not a concerted party to the Offeror and whose shareholding would not be counted as “free-float”.
________________________________________________________________________________________________________________
Electronics company Pertama Holdings told to delist from SGX, exit offer to be made
Published on Jul 8, 2013
http://www.straitstimes.com/breaking-new...be-made-20

By Fiona Chan

The Singapore Exchange (SGX) has directed Pertama Holdings, a retailer, wholesaler and distributor of consumer electronics products in Singapore and Malaysia, to delist from the bourse.

This comes as shares in Pertama have been suspended from trading since January 27 last year, after the proportion of shares in public hands fell below 10 per cent. Only about 7.77 per cent of Pertama's total issued ordinary shares are held by the public.

The controlling shareholder, Harvey Norman Singapore, and its 60 per cent subsidiary Harvey Norman Ossia (Asia) together hold 83.16 per cent of Pertama's shares.

Harvey Norman said in a statement on Monday morning that it has no intention to restore Pertama's public float to enable it to continue its listed status.

Thanks for digging this up.
That's my point actually.
Isnt this current scenario very similar to the Pertama case if Kep Corp fails to garner >90%?
They'd be forced to suspend trading according to SGX rules, and after a prolonged period of low liquidity, SGX will ask them to delist.
The statement "no intention to restore public float ......" is the same as KepCorp offer. The suspension period is meant for companies to pursue ways to increase free float, but with this statement, they are basically saying they will not do anything to increase free float since that works in their favour to force a delisting.
With delisting in this manner (lack of free float), minority shareholders will NOT be forced to sell to KepCorp, but they will be stuck with a tiny stake in an unlisted company with no way to exit.
On top of that, KepCorp would only have to pay $4.38 to those who accepted earlier instead of $4.6
Doesn't sound like a bad scenario for them, although it will take longer to delist

Looks like KC really gets the bulk of the shares at $4.38

For those who were upset at the $4.60 offer and felt it was too low and hence didn't accept (refer to earlier posts....) this $4.38 will be a blow in the gut.
On top of that, kep land will likely get suspended.
And as I mentioned earlier, the share price has already started to tank following the deadline.
IMO, pretty much a replay of my previous experience monitoring Pertama Holdings.
Let's see if KC comes back at a later stage with an offer for the remaining SHs holding out. It is a gamble that they will. If I am them , I'd just not bother. With >90% control, what can these puny minority SHs do?

(13-03-2015, 11:10 AM)Layman A Wrote: Looks like the odd is against the minority.

Anyway, I wouldn't bother to tender my share.
If the offeror manage to trigger the 90%, Keppel Land get suspended, most of the minorities will surrender, and Blackrock will surrender too....
So triggering 95% is just a matter of time.

So, it's back to square one, they have to pay $4.60 .

In the first place, they should have offer a straight $4.60 offer, which at least would not give them a bad name.

Instead, the offeror choose to let the STUPID advisors DBS and Creidt Suisse play the low baller.
So when Blackrock and some clever minorities push the market price to $4.53 and above,
the $4.38 that they offer began to look stupid.
So the offeror have no choice but the buy back the share at market price ( $4.53 and above ) to prevent the stupid takeover bid to fall apart......

So, the potential saving they could get by playing low baller varnish......

In conclusion :
And playing low baller game gain them nothing but instead make them look like a fool.

They don't look very foolish now eh?
Having bought 40%+ of the company at $4.38, and STILL getting their aim of suspending, and eventually delisting the company.
share price has fallen to $4.45 now.
Without a buyout offer, and worse, with low liquidity, the price will fall further.
I don't think their advisors at DBS and CS are "stupid" at all.
They'll get the delisting done 1 way or other.
Gotta admit I was surprised they couldn't trigger it immediately and hit $4.60, but I am guessing they are happy owning >90% of the company and paying only $4.38. The delisting just takes longer to materialise

1) Keppel Corporation Limited owns 95.1% of Keppel Land Limited

2) Remaining Shareholders have a right, under and subject to Section 215(3) of
the Companies Act to require Keppel Corporation Limited to acquire their
Shares at S$4.38 in cash

3) Keppel Corporation Limited intends to take steps to delist Keppel Land
Limited from the SGX-ST following the close of the Offer

So if the remaining shareholders don't exercise their right, they will get stuck with a private company?

Indeed, SHs that accepted the offer early on, now got to live with these decisions made by the colorful characters above. Indeed, perhaps it would have been better to sell to the market at $4.53.. Instead of settling now at $4.38 becos of the mistakes of a few.. Lesson learnt!

And one would haf thot when blackrock dumped their 37m shares, it was a signal that it would be a sinking ship... but alas!

All right then. Looks like I made a wrong decision to accept the offer instead of selling it in the open market. Just 0.4% short...

They are not foolish at all.
In fact, they are very cunning indeed.

Cheers !

(31-03-2015, 11:12 PM)GFG Wrote:

(13-03-2015, 11:10 AM)Layman A Wrote: Looks like the odd is against the minority.

Anyway, I wouldn't bother to tender my share.
If the offeror manage to trigger the 90%, Keppel Land get suspended, most of the minorities will surrender, and Blackrock will surrender too....
So triggering 95% is just a matter of time.

So, it's back to square one, they have to pay $4.60 .

In the first place, they should have offer a straight $4.60 offer, which at least would not give them a bad name.

Instead, the offeror choose to let the STUPID advisors DBS and Creidt Suisse play the low baller.
So when Blackrock and some clever minorities push the market price to $4.53 and above,
the $4.38 that they offer began to look stupid.
So the offeror have no choice but the buy back the share at market price ( $4.53 and above ) to prevent the stupid takeover bid to fall apart......

So, the potential saving they could get by playing low baller varnish......

In conclusion :
And playing low baller game gain them nothing but instead make them look like a fool.

They don't look very foolish now eh?
Having bought 40%+ of the company at $4.38, and STILL getting their aim of suspending, and eventually delisting the company.
share price has fallen to $4.45 now.
Without a buyout offer, and worse, with low liquidity, the price will fall further.
I don't think their advisors at DBS and CS are "stupid" at all.
They'll get the delisting done 1 way or other.
Gotta admit I was surprised they couldn't trigger it immediately and hit $4.60, but I am guessing they are happy owning >90% of the company and paying only $4.38. The delisting just takes longer to materialise

I really feel very bad for those Kepland shareholders who accepted the offer early without much consideration.

I hope they learnt a valuable lesson from this chapter.

On the other hand, I respect those Kepland shareholders who fought hard when the battle is still on, but smart enough to jump ship when they realized that the war is over.

One last note from a newbie like me :
Forum is a place to share, so regardless of stance ( Whether you are Kep Corp or Kepland shareholder ) , the post should be neutral and responsible.

Cheers !

(01-04-2015, 12:18 AM)Cheers Wrote: They are not foolish at all.
In fact, they are very cunning indeed.

Cheers !

(31-03-2015, 11:12 PM)GFG Wrote:

(13-03-2015, 11:10 AM)Layman A Wrote: Looks like the odd is against the minority.

Anyway, I wouldn't bother to tender my share.
If the offeror manage to trigger the 90%, Keppel Land get suspended, most of the minorities will surrender, and Blackrock will surrender too....
So triggering 95% is just a matter of I time.

So, it's back to square one, they have to pay $4.60 .

In the first place, they should have offer a straight $4.60 offer, which at least would not give them a bad name.

Instead, the offeror choose to let the STUPID advisors DBS and Creidt Suisse play the low baller.
So when Blackrock and some clever minorities push the market price to $4.53 and above,
the $4.38 that they offer began to look stupid.
So the offeror have no choice but the buy back the share at market price ( $4.53 and above ) to prevent the stupid takeover bid to fall apart......

So, the potential saving they could get by playing low baller varnish......

In conclusion :
And playing low baller game gain them nothing but instead make them look like a fool.

They don't look very foolish now eh?
Having bought 40%+ of the company at $4.38, and STILL getting their aim of suspending, and eventually delisting the company.
share price has fallen to $4.45 now.
Without a buyout offer, and worse, with low liquidity, the price will fall further.
I don't think their advisors at DBS and CS are "stupid" at all.
They'll get the delisting done 1 way or other.
Gotta admit I was surprised they couldn't trigger it immediately and hit $4.60, but I am guessing they are happy owning >90% of the company and paying only $4.38. The delisting just takes longer to materialise

This whole play or strategy by kc side shows personally to me the type of mgt at the top. For me I would prefer mgt like those from popular..gentleman clean nice and clear compulsory acqusition using a good gentlemen Enough offer price. Not like kc side as if trying to play out the very shareholders who invest and believe in the company. Put it bluntly, is cunningly shrewd on the lousy side.
not vested

(31-03-2015, 11:39 PM)tealeaves Wrote: Indeed, SHs that accepted the offer early on, now got to live with these decisions made by the colorful characters above. Indeed, perhaps it would have been better to sell to the market at $4.53.. Instead of settling now at $4.38 becos of the mistakes of a few.. Lesson learnt!

And one would haf thot when blackrock dumped their 37m shares, it was a signal that it would be a sinking ship... but alas!

Blackrock accepted the offer actually. They must have thought that the cat was in the bag, but we were still 0.4% short.

http://infopub.sgx.com/FileOpen/Keppel_C...eID=340959

Anyway, maybe there's going to be some discussion in the media following this? Sure, Kepcorp saves 5% on their buyout of Kepland, but the reputation loss of the bankers, the analysts, and Kepcorp itself, was it worth it? Or maybe I'm just overthinking because in the grand scheme of things its just about 20k pissed off shareholders. Kepcorp is too big to bother.