Tsit Wing International

It is rather unusual that Yeoman chose to sell into the market its block of shares, which was intercepted and bought by DBS for the Offeror. This means Yeoman has given up its rights to any upward revision of the GO price.

Well, this time round Peter Wong is even more resolved to want to privatize Tsit Wing. If the remaining minority shareholders holding >10% choose not to sell at the GO price of $0.3075/share and together demand an extra premium, Peter Wong would have to seriously consider paying an extra a few cents in order to get the required >90% before he can get his final prize!

Since most remaining minority shareholders are now in the money, I suppose I will just play this bet all the way to the end.

(13-06-2013, 12:39 AM)dydx Wrote: It is rather unusual that Yeoman chose to sell into the market its block of shares, which was intercepted and bought by DBS for the Offeror. This means Yeoman has given up its rights to any upward revision of the GO price.

The offer said no price revision, so how to have upward revision?

DBS and Peter Wong can say what they want to say in the first salvo. If they want this GO as the end-game to privatize Tsit Wing once-and-for-all, and if the remaining minority shareholders with a >10% blocking stake still choose not to bulge, their only choice left remains raising the price to get the job done.

Singapore Code on Take-Overs and Mergers Wrote:20.2 No increase statements

If the offeror or a person on behalf of the offeror has made a "no increase" statement and it is not withdrawn immediately if incorrect, the offeror will not be allowed subsequently to amend the terms of the offer in any way even if the amendment would not result in an increase in the value of the offer, except in wholly exceptional circumstances or where the right to do so has been specifically reserved.

NOTES ON RULE 20.2
1. Firm statements

In general, an offeror will be bound by any firm statement as to the finality of its offer. In this respect, the Council will treat any indication of finality as absolute, unless the offeror clearly states the specific circumstances in which the statement will not apply. The Council will not distinguish between the precise words used, e.g. the offer is "final" or will not be "increased", "amended", "revised", "improved" or "changed". The Council will regard any statement of intention as a firm statement.

Whether the current offer is better than the previous one though higher price is debatable. The time of money could well make the current offer not good as previous. But everyone's discount rate is different, so YMMV.

I wonder who is buying above the offer price via married trades. The buyer need to accumulate >10% of float to be sure of not to lose money.

(13-06-2013, 05:48 PM)wsreader Wrote: I wonder who is buying above the offer price via married trades. The buyer need to accumulate >10% of float to be sure of not to lose money.

Quote:“Public” means persons other than:
(a) directors, chief executive officer, substantial shareholders, or controlling shareholders of Tsit Wing or
its subsidiary companies; and
(b) associates of the persons in paragraph (a).

also must make sure that no single entity has more than 5%, otherwise, not consider public float.

(14-06-2013, 09:53 AM)freedom Wrote:

(13-06-2013, 05:48 PM)wsreader Wrote: I wonder who is buying above the offer price via married trades. The buyer need to accumulate >10% of float to be sure of not to lose money.

Quote:“Public” means persons other than:
(a) directors, chief executive officer, substantial shareholders, or controlling shareholders of Tsit Wing or
its subsidiary companies; and
(b) associates of the persons in paragraph (a).

also must make sure that no single entity has more than 5%, otherwise, not consider public float.

From their latest SGX Annc,

The Offeror would like to inform Shareholders that should (i) the Offeror receive acceptances in respect of; and/or (ii) the Offeror and its Concert Parties acquire and/or (iii) a director, chief executive officer, substantial shareholder or controlling shareholder of Tsit Wing or its subsidiary companies, or any of their associates acquire, a further 11,452,218 Shares, representing approximately 5.38% of the total number of Shares, the percentage of Shares held in public hands may fall below 10%.


There's a 30.49% which may not be free float.

From the Delist Documents,

Market value of TWG : S$65milos
10% : S$6.5milos or 21million shares (some investors might want to join forces to say "WE WANT HIGHER PRICE")
Free Float : less than 20%

Bermuda Companies Act
1) Compulsorily Acquire : >90% of co.
2) If cannot get >90%, only >75% of co. ->amaglamation/merger -> public held shares would be cancelled in exchange for an amount in cash which is equal to the Offer Price (30.75cts)
(means no matter what happens in the end, public share holders is "secure" of the offer price of 30.75cts per share.

To remain listed:SGX-ST
1) 10% of free float, >500 public shareholders

Pg, 9 :- TWG has got a conditional confirmation from SGX-ST, to apply for Delist to SGX-ST @ >75%,
1) Same terms and price as the offer cash exit alternative
2) IFA opinion on FAIR and REASONABLE offer
3) Compliance to Code/law
4) Exit Offer to remaining shareholders at a price not lower than the offer price.

I think this is why some public shareholder with S$6.5 milos to spare are buying up TWG now, to try to gain at least >10%, to get TWG, Chairman Wong to offer HIGHER!!

Because if public shareholders didn't managed to get >10%, they are protected by SGX to have an exit offer no less than the offer price of 30.75cts.
It's worth a TRY! only time is wasted if >10% didn't work out.

Yeoman got out maybe becos he wants to re-deploy his funds quickly!

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(13-06-2013, 12:07 PM)dydx Wrote: DBS and Peter Wong can say what they want to say in the first salvo. If they want this GO as the end-game to privatize Tsit Wing once-and-for-all, and if the remaining minority shareholders with a >10% blocking stake still choose not to bulge, their only choice left remains raising the price to get the job done.

Dydx,

Do you know any minority shareholders who can form up this BLOCK?
Used to be YEOMAN taking the lead, but now he is out..
I would like to join in, BUT my share holdings are very minor % only...

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(14-06-2013, 10:05 AM)KopiKat Wrote:

(14-06-2013, 09:53 AM)freedom Wrote:

(13-06-2013, 05:48 PM)wsreader Wrote: I wonder who is buying above the offer price via married trades. The buyer need to accumulate >10% of float to be sure of not to lose money.

Quote:“Public” means persons other than:
(a) directors, chief executive officer, substantial shareholders, or controlling shareholders of Tsit Wing or
its subsidiary companies; and
(b) associates of the persons in paragraph (a).

also must make sure that no single entity has more than 5%, otherwise, not consider public float.

From their latest SGX Annc,

The Offeror would like to inform Shareholders that should (i) the Offeror receive acceptances in respect of; and/or (ii) the Offeror and its Concert Parties acquire and/or (iii) a director, chief executive officer, substantial shareholder or controlling shareholder of Tsit Wing or its subsidiary companies, or any of their associates acquire, a further 11,452,218 Shares, representing approximately 5.38% of the total number of Shares, the percentage of Shares held in public hands may fall below 10%.


There's a 30.49% which may not be free float.

Scare tactics? to count down the shares?!!
11.5 millions more to go!!

(14-06-2013, 10:15 AM)brattzz Wrote: Because if public shareholders didn't managed to get >10%, they are protected by SGX to have an exit offer no less than the offer price of 30.75cts.
It's worth a TRY! only time is wasted if >10% didn't work out.

IMO, one more possibility, the stock will be suspended by SGX, pending for exit offer or restoring of free float, with an unknown date line.

The same as Pertama Holding now..., the obligations are as far as i see
- put up similar announcement monthly to remind shareholders
- publish due financial reports