Penguin International

(22-01-2021, 12:42 PM)ghchua Wrote: Hi lonewolf,

As with any general offers, an IFA will be appointed to provide an opinion and after that, independent directors will provide their recommendation based on IFA opinion. I think shareholders should make their decision based on that, rather than what the offeror has to say

Who will choose the IFA?  The recommendation of the IFA is a foregone conclusion.

ghchua Wrote:Hi lonewolf,

As with any general offers, an IFA will be appointed to provide an opinion and after that, independent directors will provide their recommendation based on IFA opinion. I think shareholders should make their decision based on that, rather than what the offeror has to say.

IFA's are employed by the major shareholders.
Based on my personal experience, I would be sceptical of listening to their advice when they come up with statements like : "The offer is not fair but reasonable."

(22-01-2021, 02:06 PM)catchup Wrote:

ghchua Wrote:Hi lonewolf,

As with any general offers, an IFA will be appointed to provide an opinion and after that, independent directors will provide their recommendation based on IFA opinion. I think shareholders should make their decision based on that, rather than what the offeror has to say.

IFA may say  人在江湖，身不由己.

Lonewolf, Thanks, i get it now.

I think their intention is at least to achieve control. Hence less likely to see a revision of the offer since threshold to hit 50% is not really high. Not stating offer is final at the beginning may be a default practice. Has any offeror stated their offer is final and will not be revised at the very beginning? Maybe they know but I have no idea if it is really easy to even achieve 50%. By not stating its final, at least they will have the option to revise if it comes to that.

Good chance for shareholders especially those who hold million shares to exit cleanly. Must be fair to this group of investors who had difficulty getting out. Rest who still see value can choose to ignore and remain so in listed company.

Actually i like to read IFA reports in such cases. Not to evaluate their opinions (already know what they will recommend), but to see the facts. Its like a free market research report. Some are quite good and can be used to better understand the particular industry.


Btw, there has been a huge queue to buy at $0.65 since yesterday, before the offer document was released on SGX. Around 30 million shares bid. I suppose this is the offeror who is also mopping up in the market?

there is a big buy q at around 30m at 65c. I think it is the sponsor party, so that they definitely get to cross the 50% mark

I just wonder why sgx allows companies the option to compulsorily acquire all dissenting shares if crossed over 90%, it should fairly allows dissenting minority shareholders the option to continue to keep his shares in the privatised unlisted company

(22-01-2021, 06:17 PM)pianist Wrote: I just wonder why sgx allows companies the option to compulsorily acquire all dissenting shares if crossed over 90%, it should fairly allows dissenting minority shareholders the option to continue to keep his shares in the privatised unlisted company

Hi pianist,

I think you have mistaken. Compulsory acquisition rule is under Company Act, nothing to do with SGX.

(22-01-2021, 06:50 PM)ghchua Wrote:

(22-01-2021, 06:17 PM)pianist Wrote: I just wonder why sgx allows companies the option to compulsorily acquire all dissenting shares if crossed over 90%, it should fairly allows dissenting minority shareholders the option to continue to keep his shares in the privatised unlisted company

Hi pianist,

I think you have mistaken. Compulsory acquisition rule is under Company Act, nothing to do with SGX.

Doesn't sgx supervise and enforce it? Surely sgx has a big say to influence how regulations are written, from exchange fair play perspective

(22-01-2021, 08:45 PM)pianist Wrote:

(22-01-2021, 06:50 PM)ghchua Wrote:

(22-01-2021, 06:17 PM)pianist Wrote: I just wonder why sgx allows companies the option to compulsorily acquire all dissenting shares if crossed over 90%, it should fairly allows dissenting minority shareholders the option to continue to keep his shares in the privatised unlisted company

Hi pianist,

I think you have mistaken. Compulsory acquisition rule is under Company Act, nothing to do with SGX.

Doesn't sgx supervise and enforce it? Surely sgx has a big say to influence how regulations are written, from exchange fair play perspective

I think you have a mistaken idea of SGX's responsibilities. SGX Regco enforces the SGX Listing Rules, and not the Company Act. ACRA, MAS, CAD, SGX etc all have their own circle of jurisdiction.

In any case, if you do read section 215 of the act, it says that "The dissenting shareholders have one month from the date of notice, or 14 days from the date on which the list of dissenting shareholders is provided (whichever is the later), to object to the compulsory acquisition by filing an application with the High Court of Singapore."

So there's an avenue for dissenting shareholders to raise their objections.

Compulsory acquisition is a common thing in many countries' law (esp Commonwealth nations). Everyone looks out only for himself/herself - the minority shareholders want to protect their interests, while the acquirer wants complete control and not having to deal with minority shareholders once the company is privatized.

The law needs to balance both interests, which I think is adequately done in this case: minorities have every right to reject the offer, but once 90% (excluding those owned by the acquirer and concert parties) of the balance is hit (i.e. your own fellow minority shareholders do not agree with you), it's unfair if a small remaining faction can frustrate the entire acquisition.  Imagine that your unit received a super attractive en-bloc offer and everyone except 1 unit owner wants to sell. As a result, the entire deal cannot go through because the developer needs to purchase the entire plot. How would you feel?

Today is the first trading day after the offer announcement, and the Offeror has managed to mop up 4,786,200 shares (out of the total 6,550,000 shares transacted) from the market, all at $0.65/share...
https://links.sgx.com/FileOpen/Project%2...eID=645969

It appears the Offeror can't wait to buy up all the shares from the minority shareholders big and small. Including brokerage and other incidental transaction charges, actually the Offeror is paying higher than $0.65/share on such market purchases. If the Offeror is borrowing to fund such purchases, interest on borrowing will have to be added too.