Penguin International

Of the total 6,550,000 shares transacted yesterday, 4,786,200 shares went to the Offeror, and 1,763,800 shares bought by other parties. Of these 1,763,800 shares, 292,800 shares were transacted at $0.655 during normal trading hours, and the balance 1,471,000 shares transacted at $0.65 before 0900hr and after 1700hr under "Auction" - i.e. these other parties actually put in their orders at $0.655 which went ahead of the big order by the Offeror at $0.65, and their orders got matched at $0.65. Smart manoeuvre!

It is interesting to understand why these other parties were prepared to pay $0.65 and $0.655 to compete with the Offeror for the Penguin shares they picked up yesterday. I guess some of them are betting on a higher market price for Penguin coming or the Offeror may eventually have to raise the offer.

(22-01-2021, 09:19 PM)Corgitator Wrote:

(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?

Is it a tedious process and roughly ow much cost involved to object by the said avenue of filing an application through the High Court for minority retail laid man shareholders like us? This avenue is almost non existent if there is no faq guidance from sgx.. Has anyone tried this process before and care to share Yr experience pl

(23-01-2021, 09:22 AM)pianist Wrote:

(22-01-2021, 09:19 PM)Corgitator Wrote:

(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 com

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?

Is it a tedious process and roughly ow much cost involved to object by the said avenue of filing an application through the High Court for minority retail laid man shareholders like us? This avenue is almost non existent if there is no faq guidance from sgx.. Has anyone tried this process before and care to share Yr experience pl

There was a commentary published in the Chinese daily Lian He Zao Bao today.  The writer expressed his sympathy to small investor on the current offer in Penguin International and other companies.

Project Fairy
22 Jan (Friday) 4,786.200 @65cents
25 Jan (Monday) 2,178,100 @65cents
https://links.sgx.com/FileOpen/Project%2...eID=646114

Quite a number of valuebuddies had sold their shares to Jeffrey and James.

What's the hurry?



Stay home and stay healthy, everyone.

PIL
22 Jan (Friday)  4,786.200 @65cents
25 Jan (Monday)  2,178,100 @65cents
26 Jan (Tuesday) 3,311,400 @65cents 26.36%

https://links.sgx.com/FileOpen/Project%2...eID=646252



Stay home and stay healthy, everyone.

Here is the Zaobao article for those who are interested

It seems that Jeffery and James are going to laugh all the way to their banks...

(27-01-2021, 03:35 PM)xlandjy Wrote: It seems that Jeffery and James are going to laugh all the way to their banks...

Until yesterday (26Jan21), the Offeror has secured 26.36% - still a long, long way to >50%! 

This is a voluntary offer, therefore minority shareholders can choose not to sell if they don't like it. If at the end of it the Offeror fails to get >50%, the Offeror just keeps the shares they bought from the open-market, and Penguin will remain listed.

Keppel holding a 6.24% interest hasn't decided to support the Offer. It will be interesting to see their reaction later.

(21-01-2021, 02:08 PM)Mushy Wrote: Penguin does not have a vocal fund manager to lead the fight. Keppel's shareholdings is not significant and they are not likely to be vocal unless they want to take all.
The other guy is Ng Kok Wah whom very recently became a sub just last month. Very coincident.
From internet, this guy seems to be a malaysian, accounting background, director of some malaysian coys. Personal feel is that he is just an investor and will take profit (most of his 5.171% stake seems to be acquired past year at low prices, from the past 2 years AR of top 20).

I am vested.

Ng Kok Wah just ceased to be a substantial shareholder yesterday.  Sold some of his shares at .65 cents.  Now only hold 4.95% of total shares.

FORM 3 (sgx.com)

28.20% as at 27/01/2021