Cerebos Pacific

(24-10-2012, 09:02 PM)CityFarmer Wrote: The de-listing offer of Cerebos Pacific goes unconditional. It is consider done deal

http://info.sgx.com/webcoranncatth.nsf/V...10046CD2E/$file/Unconditional_Announcement_and_Level_of_Acceptances_Announcement.pdf?openelement

Yesterday is my 1st time ever attend any EGM or AGM, anyway the delisting still pass through and very pathetic vote against it.

Now i am seriously thinking the option of becoming the private shareholder of this co, provided the compulsory acquisition condition is not met. (90% acceptance of exit offer). Partly also because i can't any other comparable consumer stock in SGX and such pity to give the shares away.

Understand the private shareholder still enjoying the dividend, owning the share cert. But i am wondering is the worth the trouble owning privately, and i not too sure about any issues. (where i will never know the share price, unable to sell until someone offers).

Anyone can share with me any merits or issues becoming private shareholder?

Only 551k shares voted against the delisting.
Even if the shareholders of all 551k shares choose to become private shareholders, Suntory will have the necessary majority to make it into a compulsory acquisition. So you may not have to think too hard.

(25-10-2012, 12:01 PM)wsreader Wrote: Only 551k shares voted against the delisting.
Even if the shareholders of all 551k shares choose to become private shareholders, Suntory will have the necessary majority to make it into a compulsory acquisition. So you may not have to think too hard.

To execute compulsory acquisition Suntory must own 98.26% of the co. (82.58% + 90% of 17.42% <Minority holdings>).

Is it easily achievable?

(25-10-2012, 11:37 AM)hongonn Wrote:

(24-10-2012, 09:02 PM)CityFarmer Wrote: The de-listing offer of Cerebos Pacific goes unconditional. It is consider done deal

http://info.sgx.com/webcoranncatth.nsf/V...10046CD2E/$file/Unconditional_Announcement_and_Level_of_Acceptances_Announcement.pdf?openelement

Yesterday is my 1st time ever attend any EGM or AGM, anyway the delisting still pass through and very pathetic vote against it.

Now i am seriously thinking the option of becoming the private shareholder of this co, provided the compulsory acquisition condition is not met. (90% acceptance of exit offer). Partly also because i can't any other comparable consumer stock in SGX and such pity to give the shares away.

Understand the private shareholder still enjoying the dividend, owning the share cert. But i am wondering is the worth the trouble owning privately, and i not too sure about any issues. (where i will never know the share price, unable to sell until someone offers).

Anyone can share with me any merits or issues becoming private shareholder?

I only have one negative example and have not heard of any positive example.
http://genmagnetics.webs.com/apps/blog/

You have to ask yourself what you are holding out for? Higher offer? Dividend to continue after delist? What are the chances?

Hi yeokiwi,

Yup, the Gen Magnetics is quite a sad case.

Hi egghead,

Yup i am eyeing both dividend and higher offer price. For dividend i am quite certain Suntory also want to milk this cash cow. How can they forgo the dividend? Unless something i don't know.

For higher offer price, that's the thing puzzles me. It is all leave it to chance. If Suntory get desperate, or other investor get interested.

I not sure whether is this risk worth taking or give up the fight, take the offer price? Will you take the chance?

hongonn

You are rather optimistic in your view. Just bear in mind that, in general, a minority shareholder in a private company has no say in how business and transactions are done. Suntory may yet treat minority shareholders well after delisting but I don't know enough to comment.

think about the risk to be a minority shareholder of a private company.

they do not have to distribute any profit. they can continue to expand and expand or worse, internal restructure, buy other business from the major shareholders, asking for more money from minority shareholders.

One of the important consideration for investment is the exit plan, the option of get out with ease. If remain as minority shareholder in private company, where is the exit plan? We definitely don't want to put ourself in a investment with no easy way out, do you?

As highlighted in exit offer letter

"If Cerebos is delisted:
- Shareholders who do not accept the Exit Offer may find it difficult to sell their Shares in the absence of a public market for the shares, as there is no arrangement for such Shareholders to exit.
- Even if such Shareholders were able to sell their Shares in the absence of a public market, they are likely to receive a lower price as compared with the market prices of the shares of comparable listed companies."

(26-10-2012, 10:59 AM)CityFarmer Wrote: One of the important consideration for investment is the exit plan, the option of get out with ease. If remain as minority shareholder in private company, where is the exit plan? We definitely don't want to put yourself in a investment with no easy way out, do you?

As highlighted in exit offer letter

"If Cerebos is delisted:
- Shareholders who do not accept the Exit Offer may find it difficult to sell their Shares in the absence of a public market for the shares, as there is no arrangement for such Shareholders to exit.
- Even if such Shareholders were able to sell their Shares in the absence of a public market, they are likely to receive a lower price as compared with the market prices of the shares of comparable listed companies."

And when you want to sell, you have to go through a lawyer and pay lawyer fees, etc. Quite a hassle.