Boustead Projects

Thank you.

I'm holding on tightly too.

So far, I'm not able to find a good reason to let go of BP, so decided not to do anything law. 

Enjoy:



Gratitude.

The offeror owns 95.5% stake at the close of the offer today. It's not going to restore the free float, nor can it delist through an exit offer as it does not meet the "fair and reasonable" requirement. Interesting to see how it breaks the jam.

Anybody knows if there is such a precedent before?

(27-03-2023, 11:42 PM)Shiyi Wrote: The offeror owns 95.5% stake at the close of the offer today. It's not going to restore the free float, nor can it delist through an exit offer as it does not meet the "fair and reasonable" requirement. Interesting to see how it breaks the jam.

Anybody knows if there is such a precedent before?

Yes. My experience with another formerly listed SGX company named Raffles United.

First attempt, unsuccessful, cannot delist. Second attempt, set up a shell company to do another GO. Offer is deemed not fair but reasonable, but no problem since it reached compulsory acquisition level and delist.

I am also one of the shareholder who didn't accept the GO. Noted that BSL has extended the offer for another 3 months
My thinking is:
1) The acquirer BSL is listed and will have to comply with list rules - including BP business. We can also continue to observe BP performance
2) WFF & son and also Thomas Chu did not accept the GO. Less risk being shareholder of private company with them. WFF and son will not do anything that may stain reputation
3) BP has lots of cash. In fact most of the cash in BSL group is under BP.
4) Stock market is doing well now and there is no compelling opportunities to invest the cash unlock from the GO

My guess is BSL will dividend out some/ most of the cash and may do another GO. Time frame is uncertain. Perhaps 2 years or more. So need a bit of patience .I was pleasantly surprised Thomas Chu did not really accept the GO other than rounding down his holdings.

(27-03-2023, 11:42 PM)Shiyi Wrote: The offeror owns 95.5% stake at the close of the offer today. It's not going to restore the free float, nor can it delist through an exit offer as it does not meet the "fair and reasonable" requirement. Interesting to see how it breaks the jam.

Anybody knows if there is such a precedent before?

https://www.businesstimes.com.sg/compani...free-float

Cannot delist, request for extension to restore free float.

The offeror in the offer document has categorically stated that it wouldn't restore the free float even if its shareholdings crossed 90%. Now that the offer has closed and the offeror makes a U-turn and applies for an extension to restore free float.

Some minority shareholders accepted the offer on the impression that the offeror would not restore the free float. Could they seek redress then under the listing rule or takeover code?

Direct question posted by OPMI.

Based on the AR, there's still a sizable no. of shareholders : https://www.bousteadprojects.com/wp-cont...ressed.pdf

Any VBs attending the AGM ?

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BOUSTEAD PROJECTS FY2023 ANNUAL GENERAL MEETING ADVANCE QUESTIONS AND RESPONSES
https://links.sgx.com/FileOpen/BP-Announ...eID=766171
"Q : I am a minority shareholder who did not take up your recent privatisation offer because your Independent Financial Adviser (“IFA”) reported the offer as being “reasonable but not fair”.

Since then, there has been a lot of debate concerning this kind of conflicting advice by the IFAs. As a result, SGX Regco is now debating possible changes to the way IFAs should structure their report, the way IFAs are appointed, and even how independent the IFAs are.

Given your shares are now suspended by SGX, what do you intend to do with minority shareholders like me? Even SIAS and SGX Regco acknowledge that it is unfair to minority shareholders who are either forced to accept an “unfair” offer or are now stuck with shares we cannot trade."

Parent Boustead Spore's AGM QnA has dived more into the thought process of the entire takeover attempt of BP. Will not be music to BP minorities' ears I reckon.

Consolidation of Boustead Projects

Mr Mano Sabnani asked whether management had been incorrectly advised in opting for a voluntary unconditional offer for the shares of Boustead Projects with no mandatory offer, when the intention is to privatise and delist Boustead Projects. He suggested that a scheme of arrangement pertaining to all of the shares of Boustead Projects would be a more appropriate option.

Mr Wong Fong Fui declared that he is in a position of conflict of interest regarding the proposed privatisation and delisting of Boustead Projects as he also holds Boustead Projects shares, adding that he personally feels that the proposal is good for all shareholders. He invited Mr Mak Lye Mun, Lead Independent Director, to share his thoughts on the matter.

...........................

Responding to a question from Mr Chen Yen Siong on the reasons why the Company chose not to acquire Mr Wong Fong Fui’s 20% shareholding in Boustead Projects, Mr Mak explained that acquiring Mr Wong Fong Fui’s stake would involve a pre-conditional offer and would require the approval of the Company’s shareholders in an extraordinary general meeting. Mr Mak said doing so would in effect “show your cards” and the Company would not have acquired as many Boustead Projects shares as it had. Mr Wong Fong Fui added that he is prepared to sell his Boustead Projects shares at the price offered by the Company for the benefit of the Group. He assured shareholders that he is not holding on to his Boustead Projects shares in order to fetch a better price as he does not want to benefit at the expense of other shareholders.

https://links.sgx.com/FileOpen/Boustead%...eID=770510

Tks for sharing. But I really dont understand why Wong FF cannot sell to BSL. Dont understand the part of pre-conditional offer. Perhaps someone can explain?

Hi weijian,

I guess to end all these troubles, just set up a $1 takeover vehicle company and then make the offer for Boustead Projects again via that vehicle, since FF Wong and Boustead Singapore together already own more than 90% of Boustead Projects. After the offer closes, exercise compulsory acquisition on Boustead Projects minorities and delist the company. Offer price can be the same price as the last offer. IFA opinion is not important since its compulsory acquisition.