Auric Pacific Group

(07-03-2017, 01:36 PM)ghchua Wrote: IFA said that the offer is fair and reasonable.

Why am I not surprised about their ad vice 
I hope the dialogue session will be better managed than the AGM

I have gone thru the detail, here is my view.

First of all, I tried to understand the purpose of the rather straight definition of "related" in section 215. Let me paint a scenario to illustrate

Company X has a combined share 80% of company Z. The controlling shareholder of X, want to privatize company Z. He has at least two ways to do it

#1: Trigger an offer by Company X or its subsidiary.
#2: Trigger an offer by him alone, by setting up a new company A.

IF in both #1 and #2, he can trigger compulsory acquisition on Company Z due to his deemed interest in Company X. An obvious choice is #2, because he can "short-change" the MIs of company X, since company A is solely owned by him.

Thus the straight definition of "related" in Section 215 is to exclude #2. No triggering of compulsory acquisition due to its deemed interest but in fact, it is a solely owned entity.

Let's come back to our Auric Offer. In fact, I wonder why the offer is presented in way #2, rather than #1? Using #1, the takeover is fewer hassles. I reckon, probably #2 way is a better fit for their personal needs. 

(sharing a view)

Hong Wei Holdings was set up in 19 Dec 2016, presumably to acquire spindex. But the way the Riadys interpret the company act section 215 is different from that of the Tans. My best guess is, this is a scare tactic to make dissenting shareholders in believing that they will be struck in a private company as they will have no put options, should the Riadys acquire more than 90% and delist.

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(07-03-2017, 05:15 PM)holymage Wrote: Hong Wei Holdings was set up in 19 Dec 2016, presumably to acquire spindex. But the way the Riadys interpret the company act section 215 is different from that of the Tans. My best guess is, this is a scare tactic to make dissenting shareholders in believing that they will be struck in a private company as they will have no put options, should the Riadys acquire more than 90% and delist.

Then SR would likely fail, because the GO price at $1.65 is way too low, and on last count (16Mar16) there are over 1300 minority shareholders holding 1000 to 10000 shares, and 431 shareholders holding 10001 to 1000000 shares. Not easy for them to cross 90%!

I believe many of them are long time suffering shareholders who never thought their bread and butter , food court business etc could lose so much value over the years

It is not too far from the targeted 90%, with two weeks more to go for the first closing date.

AGGREGATE SHAREHOLDINGS OF OFFEROR AND CONCERT
PARTIES – 86.45%

http://infopub.sgx.com/FileOpen/Aggregat...eID=442832

Looks like it is game over for all of us here.

Looks like it is $1.65 a share

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New update from SCC on its GO. The GO is pretty unique by its setup. Any similar GO? I can not recall any.

VOLUNTARY CONDITIONAL CASH OFFER OF AURIC PACIFIC GROUP LIMITED
- Proposed voluntary delisting of APGL
- Waiver from compliance with Rule 1307 of the Listing Manual
- Extended Offer (as defined below)

http://infopub.sgx.com/FileOpen/Delistin...eID=443125

Understand that this thread will probably be dead as the takeover is almost a done deal, but... does the following make sense?

"The Offeror is owned by two individuals, SR and AA, and is therefore not a “related corporation” of LCR or Goldstream. As such, the 49.28% and 27.44% shareholdings of LCR and Goldstream, respectively, in APGL will not be aggregated with the Shares held by the Offeror for the purposes of Section 215(3) of the Companies Act and the Offeror will not hold 90% or more of all the outstanding Shares."

http://infopub.sgx.com/FileOpen/Delistin...eID=443125


On the other hand, Hong Wei (Spindex) which is owned by three individuals, Mr Tan Choo Pie, Mrs Tan Choo Pie and Mr Tan Heok Ting, gives a different definition. I believe this interpretation of The Company Act by Hong Wei would be more appropriate and logical.

Guess this is the reality of the dog eat dog corporate world. As minority shareholders, one is at the whims and fancies of the controlling shareholders.