Singapore Land

singland will continue forever & forever sia... Grandpa Wee not bother at all! :O

Unless Grandpa Wee gets a good deal, it will continue as it is UNTIL he is gone

(15-04-2014, 11:07 AM)specuvestor Wrote: Unless Grandpa Wee gets a good deal, it will continue as it is UNTIL he is gone

Any advice on accepting or rejecting the offer , pros and cons etc ? Thank you for your insights.

This is not an advise, just stating what I believe are facts. Caveat emptor.

1) Forget about realising the FULL value of SL. Give and take, likely give more than take. Wee don't take bad deals.

2) Do you have faith in Silchester to extract value from tough guy Wee?

3) Is liquidity an issue for you? Otherwise you can sell in the market and an offer is not as important to you.

4) Can you outlive Wee. Peter Cundill is dead

Thank you for your comments. Although liquidity is not an issue, guess it's better to let go and move on. The rich and powerful have the means to profit from poor innocent and helpless minority investors, as always.

90.15%. Game over.

http://infopub.sgx.com/FileOpen/Level_of...eID=292882

SHAREHOLDERS' RIGHTS UNDER SECTION 215(3) OF THE COMPANIES ACT
Pursuant to Section 215(3) of the Companies Act (Chapter 50 of Singapore), if the Offeror acquires such number of Shares which, together with the Shares held by it, its related corporations and their respective nominees, comprise 90% or more of the total number of issued Shares, the Shareholders who have not accepted the Offer ("Non-Assenting Shareholders") have a right to require the Offeror to acquire their Shares on the same terms as set out in the Offer Document.

Accordingly, as the Offeror has as at 5.30 p.m. on 25 April 2014 received acceptances pursuant to the Offer which, together with the Shares held by it, its related corporations and their respective nominees, comprise 90% or more of all the total number of issued Shares, the Non-Assenting Shareholders will have the right to require the Offeror to acquire their Shares on the same terms as set out in the Offer Document, upon settlement of the valid acceptances of the Offer.
Non-Assenting Shareholders who wish to exercise such a right are advised to seek their own independent legal advice.

Can i ask if any one know how can non-assenting shareholder exercise their right to require the Offeror to acquire their Shares rather than waiting for the offeror to exercise their compulsory acquisition right which will take one to two months?

I don't know how Sp Land will do it but most will send you a form so that you can fill it up and send it back to them to exercise your right.

If they don't send you a form, you can write in to them stating that you are exercising your right under the Company Act to require them to acquire your shares.

Singapore Land Limited (SLL) give notice for Compulsory Acq by the Offeror UIC Enterprise Pte Ltd (UICEPL) (wholly owned subsi of UIC Limited)

http://infopub.sgx.com/Apps?A=COW_CorpAn...3MTXEaSx8E

Does SLL/UIC has the right to compulsory acquire shares held by non-assenting shareholders??

As at 3 March 2014, SLL has 412,477,559 shares in issue and UICEPL and its related corporations control 331,448,384 shares or 80.36% of SLL . Under S215 (1) CA, UICEPL will be entitled to compulsory acquire shares held by non-assenting shareholders to the offer if UICEPL held “not less than 90% of the total number of those shares (excluding treasury shares) or of the shares of that class (other than shares already held at the date of the offer by the transferee company, and excluding any shares in the company held as treasury shares)”.

Since UICEPL already held 331,448,384 shares at the date of the offer, these shares should be excluded for the purpose of S215 CA. Therefore, UICEPL should have no less than 72,926,258 shares (90% of 81,029,175 (412,477,559 minus 331,448,384) before being entitled to compulsory acquire shares held by non-assenting shareholders. According to the Form 58 dated 12 May 2014 , UICEPL acquired only 69,767,801 shares as at 30 April 2014 therefore I am of the opinion that UICEPL does not seem to have fulfilled the conditions stated in S215 CA.

I think the key to determine whether UICEPL fulfilled S215(1) CA is to see if UICEPL's related corporations' holdings are counted. According to Singapore Companies Act Section 215 (9)(b) & Singapore Companies Act Section 6, UIC Development (Private) Limited & UIC Investment Pte Ltd are considered related corporations so their 85,795,196 (20.8%) shares should be excluded from the 90% calculation.


The above is just my opinion and for discussion only.
BTW CMA also excluded the shares held by related companies so the CA condition is more than 90% shares outstanding.

Comments pls.

After holding for 2 years, the minority share holders who held this will get exactly the same amount as they would have if they had tendered it then in 2014.

Minority shareholders will vote on the capital reduction exercise at an extraordinary general meeting.

http://www.businesstimes.com.sg/companie...s-for-s12m

I suspect that most of the hold outs will just throw in the towel and collect the capital.