Boustead Projects

Base on what I understand todate, BP will get suspended after the close of this GO, and be suspended for at least 12 months, until BSL is willing to either (1) come up with a fair and reasonable delisting offer, or (2) allow BP to remain listed (suspended) while continue paying listing fees.

(23-03-2023, 12:51 AM)Shiyi Wrote: The offeror has stated that it cannot embark on compulsory acquisition as it is mandatory unconditional general offer.
Is there such a rule?

Hi Shiyi,

The offeror didn't say that. The offeror said it is unable to avail itself to the rights of compulsory acquisition under Section 215(1) of the Companies Act following the completion of the Offer. 

Please take note that compulsory acquisition under the Singapore Companies Act is a right and not an obligation.

(23-03-2023, 09:36 AM)egghead Wrote: Base on what I understand todate, BP will get suspended after the close of this GO, and be suspended for at least 12 months, until BSL is willing to either (1) come up with a fair and reasonable delisting offer, or (2) allow BP to remain listed (suspended) while continue paying listing fees.

Hi egghead, 

We can debate on the duration of suspension. But I find that it is really irrelevant because ultimately, BP already said that they are not going to restore the free float. So, eventually, the end game will be delisting, whether voluntary or directed by SGX.

Hi, ghchua,

You're right - the takeover code disallows a higher offer for only 6 months after the close of the GO. Whether voluntary or directed by SGX, the subsequent delisting offer still needs to get a fair and reasonable opinion from an IFA - right?

In any case, I have not tendered and seriously considering holding on.

(23-03-2023, 12:04 PM)egghead Wrote: Hi, ghchua,

You're right - the takeover code disallows a higher offer for only 6 months after the close of the GO.  Whether voluntary or directed by SGX, the subsequent delisting offer still needs to get a fair and reasonable opinion from an IFA - right?

In any case, I have not tendered and seriously considering holding on.

Yes. IFA opinion needs to be fair and reasonable.

I think to hold on or not, it depends on your risk appetite and I will not comment on it as it depends on individuals. Some don't mind the suspension and wishes to hold on, hoping for a better delisting exit offer further down the road. Some, like forumer header, even wishes to hold on after the stock had been delisted from SGX, as an unlisted company shareholder.

I think I have said a lot on the above in this topic here, so you can just read back and make your own informed decision.

(23-03-2023, 12:04 PM)egghead Wrote: Hi, ghchua,

You're right - the takeover code disallows a higher offer for only 6 months after the close of the GO.  Whether voluntary or directed by SGX, the subsequent delisting offer still needs to get a fair and reasonable opinion from an IFA - right?

In any case, I have not tendered and seriously considering holding on.

I had read the " DEALINGS DISCLOSURE LEVEL OF ACCEPTANCES OF OFFER REMINDER NOTICE" dated 17 Mar 2023, you can refer to paragraph 5.6.1 & 5.6.2 of the announcement.

https://links.sgx.com/1.0.0/corporate-an...0Offer.pdf

So my understanding after reading it, it is possible.

(23-03-2023, 09:43 AM)ghchua Wrote:

(23-03-2023, 12:51 AM)Shiyi Wrote: The offeror has stated that it cannot embark on compulsory acquisition as it is mandatory unconditional general offer.
Is there such a rule?

Hi Shiyi,

The offeror didn't say that. The offeror said it is unable to avail itself to the rights of compulsory acquisition under Section 215(1) of the Companies Act following the completion of the Offer. 

Please take note that compulsory acquisition under the Singapore Companies Act is a right and not an obligation.

Thank you for the clarification. 

Is there any obligation of the offeror if it gets more than 90% shares from independent shareholders?

(23-03-2023, 11:24 PM)Shiyi Wrote: Is there any obligation of the offeror if it gets more than 90% shares from independent shareholders?

No. It is a right, not an obligation. Please refer to Section 215(1) of the Companies Act. However, there is a more important Section 215(3) of the Companies Act, which I will re-produce here:

Pursuant to Section 215(3) of the Companies Act, if the Offeror acquires such number of Target Shares which, together with the Target Shares held by it, its related corporations and their respective nominees, comprise 90 per cent. or more of the total number of issued Target Shares, the Dissenting Shareholders have the right to require the Offeror to acquire their Target Shares at the Offer Price. Dissenting Shareholders who wish to exercise such a right are advised to seek their own independent legal advice.

The above is what forumer punchcardtrader had mentioned in post #299 of this topic as "sell-out rights", just in case the offeror did not execute compulsory acquisition.

(24-03-2023, 10:19 AM)ghchua Wrote:

(23-03-2023, 11:24 PM)Shiyi Wrote: Is there any obligation of the offeror if it gets more than 90% shares from independent shareholders?

No. It is a right, not an obligation. Please refer to Section 215(1) of the Companies Act. However, there is a more important Section 215(3) of the Companies Act, which I will re-produce here:

Pursuant to Section 215(3) of the Companies Act, if the Offeror acquires such number of Target Shares which, together with the Target Shares held by it, its related corporations and their respective nominees, comprise 90 per cent. or more of the total number of issued Target Shares, the Dissenting Shareholders have the right to require the Offeror to acquire their Target Shares at the Offer Price. Dissenting Shareholders who wish to exercise such a right are advised to seek their own independent legal advice.

The above is what forumer punchcardtrader had mentioned in post #299 of this topic as "sell-out rights", just in case the offeror did not execute compulsory acquisition.

Hi All,

I had saved a copy of Business Times article on "Privatise a listco" in PDF format. I had attached the file to share with VBs.

Thanks setan for sharing.

Today, there are 56.4k trades @ $0.96 & almost 300k $0.955. I guess some investors are intent on prevailing agst the offer.