CapitaMalls Asia

(18-05-2014, 10:12 PM)smallcaps Wrote:

(18-05-2014, 09:48 PM)specuvestor Wrote:

(18-05-2014, 04:53 PM)smallcaps Wrote:

(18-05-2014, 04:35 PM)specuvestor Wrote: Why does it makes sense for the buyer to buy stock in the market that does not carry the shareholder right of accepting the offer?

IMO, becoz the buyer is the Offeror and thus it does not have the right to accept the offer.

I can see where u are coming from. But if YOU are the regulator what other form of corporate actions would u exclude the majority shareholder from and be consistent with pari passu principles? Eg rights, dividends, warrants?

Nope, my complain is not about controlling shareholder vs minority. Just that how come if I make a married deal with another non-offerer party, then its not an acceptance of offer, but if I sell on open market, and the buyer happens to be offerer, then it contributes to approval of offer. This rule seems to be disadvantageous to the seller. It is IMO, fairer to assume that if the buyer happens to be the offerer, then the shares are deemed to be neither acceptance nor rejection of offer, since the intention cannot be deduced. This way, I would be able to sell a part of my shares on the open market without increasing the probability that the rest of shares are compulsorily acquired.

I am having a hard-time to understand the smallcaps' point, but let me try again

The conditional is on total shares held, both from acceptance and acquisition (both married deal and open market transaction).

Base on disclosure, the shares held are typically segregated as acceptance and acquisition, before the aggregate number. I assume the company disclosure will do the same.

Will that make the point irrelevant? May be I misunderstood smallcaps' point.

(not vested)

(19-05-2014, 09:38 AM)CityFarmer Wrote:

(18-05-2014, 10:12 PM)smallcaps Wrote:

(18-05-2014, 09:48 PM)specuvestor Wrote:

(18-05-2014, 04:53 PM)smallcaps Wrote:

(18-05-2014, 04:35 PM)specuvestor Wrote: Why does it makes sense for the buyer to buy stock in the market that does not carry the shareholder right of accepting the offer?

IMO, becoz the buyer is the Offeror and thus it does not have the right to accept the offer.

I can see where u are coming from. But if YOU are the regulator what other form of corporate actions would u exclude the majority shareholder from and be consistent with pari passu principles? Eg rights, dividends, warrants?

Nope, my complain is not about controlling shareholder vs minority. Just that how come if I make a married deal with another non-offerer party, then its not an acceptance of offer, but if I sell on open market, and the buyer happens to be offerer, then it contributes to approval of offer. This rule seems to be disadvantageous to the seller. It is IMO, fairer to assume that if the buyer happens to be the offerer, then the shares are deemed to be neither acceptance nor rejection of offer, since the intention cannot be deduced. This way, I would be able to sell a part of my shares on the open market without increasing the probability that the rest of shares are compulsorily acquired.

I am having a hard-time to understand the smallcaps' point, but let me try again

The conditional is on total shares held, both from acceptance and acquisition (both married deal and open market transaction).

Base on disclosure, the shares held are typically segregated as acceptance and acquisition, before the aggregate number. I assume the company disclosure will do the same.

Will that make the point irrelevant? May be I misunderstood smallcaps' point.

(not vested)

Hope I am not confused myself...
My opinion is that it would be fairer to exclude open market sales from the computation of 90% acceptance, with regards to compulsory acquisition (not about disclosures, and not about unconditional criteria)

(19-05-2014, 09:57 AM)smallcaps Wrote:

(19-05-2014, 09:38 AM)CityFarmer Wrote: I am having a hard-time to understand the smallcaps' point, but let me try again

The conditional is on total shares held, both from acceptance and acquisition (both married deal and open market transaction).

Base on disclosure, the shares held are typically segregated as acceptance and acquisition, before the aggregate number. I assume the company disclosure will do the same.

Will that make the point irrelevant? May be I misunderstood smallcaps' point.

(not vested)

Hope I am not confused myself...
My opinion is that it would be fairer to exclude open market sales from the computation of 90% acceptance, with regards to compulsory acquisition (not about disclosures, and not about unconditional criteria)

OK, let's focus on the infamous 215, specifically on compulsory acquisition. They are linked anyway.

IIRC, the 90% point is referring to total outstanding shares, rather than just acceptance ONLY, right?

It means the 90% point includes both acceptance AND acquisition (open market or married deal)

Interesting to note that there are still trades above the offer price today. Will CapitaLand succeed in this GO exercise? Is it possible that the 90% threshold may not be achieved for delisting to proceed? No? Afterall, even if this is the final offer price, investors may not bite.

IMO CMA has got more growth potential in the years ahead. According to the 2013 AR, there are 11 malls under development in China, 7 in India, 1 each in Singapore and Malaysia. Early investors have had to endure a struggling share price. Should investors (esp the IPO ones) bite when future outlook looks not too bad at all?

(19-05-2014, 10:11 AM)CityFarmer Wrote:

(19-05-2014, 09:57 AM)smallcaps Wrote:

(19-05-2014, 09:38 AM)CityFarmer Wrote: I am having a hard-time to understand the smallcaps' point, but let me try again

The conditional is on total shares held, both from acceptance and acquisition (both married deal and open market transaction).

Base on disclosure, the shares held are typically segregated as acceptance and acquisition, before the aggregate number. I assume the company disclosure will do the same.

Will that make the point irrelevant? May be I misunderstood smallcaps' point.

(not vested)

Hope I am not confused myself...
My opinion is that it would be fairer to exclude open market sales from the computation of 90% acceptance, with regards to compulsory acquisition (not about disclosures, and not about unconditional criteria)

OK, let's focus on the infamous 215, specifically on compulsory acquisition. They are linked anyway.

IIRC, the 90% point is referring to total outstanding shares, rather than just acceptance ONLY, right?

It means the 90% point includes both acceptance AND acquisition (open market or married deal)

Yep, that's wat I'm complaining about, that it would be nicer for the 100% to be 'shares not owned/to be owned by offerer at offer date', less shares acquired by offerer after offer date thru open market.

(19-05-2014, 10:45 AM)smallcaps Wrote: Yep, that's wat I'm complaining about, that it would be nicer for the 100% to be 'shares not owned/to be owned by offerer at offer date', less shares acquired by offerer after offer date thru open market.

Finally I caught your point, as well as Mr. specuvestor reply below

"I can see where u are coming from. But if YOU are the regulator what other form of corporate actions would u exclude the majority shareholder from and be consistent with pari passu principles? Eg rights, dividends, warrants?"

Your "nicer" seems not from perspectives of offeror and offerees. The current rule should be "nicer" to both of them, IMO.

(19-05-2014, 11:17 AM)CityFarmer Wrote:

(19-05-2014, 10:45 AM)smallcaps Wrote: Yep, that's wat I'm complaining about, that it would be nicer for the 100% to be 'shares not owned/to be owned by offerer at offer date', less shares acquired by offerer after offer date thru open market.

Finally I caught your point, as well as Mr. specuvestor reply below

"I can see where u are coming from. But if YOU are the regulator what other form of corporate actions would u exclude the majority shareholder from and be consistent with pari passu principles? Eg rights, dividends, warrants?"

Your "nicer" seems not from perspectives of offeror and offerees. The current rule should be "nicer" to both of them, IMO.

Well, I still find it unfair that offeree shareholders are not given the choice to sell in the open market at the offer price without 'accepting' the offer.

Does anyone knows what would happen to the bonds issued by CMA? I am referring to CMA 3.08% due in 12/01/2022, does the take over also applicable to the bonds?

big chunk of 185 million shares done at 2.35 earlier today..

(19-05-2014, 11:46 AM)smallcaps Wrote:

(19-05-2014, 11:17 AM)CityFarmer Wrote:

(19-05-2014, 10:45 AM)smallcaps Wrote: Yep, that's wat I'm complaining about, that it would be nicer for the 100% to be 'shares not owned/to be owned by offerer at offer date', less shares acquired by offerer after offer date thru open market.

Finally I caught your point, as well as Mr. specuvestor reply below

"I can see where u are coming from. But if YOU are the regulator what other form of corporate actions would u exclude the majority shareholder from and be consistent with pari passu principles? Eg rights, dividends, warrants?"

Your "nicer" seems not from perspectives of offeror and offerees. The current rule should be "nicer" to both of them, IMO.

Well, I still find it unfair that offeree shareholders are not given the choice to sell in the open market at the offer price without 'accepting' the offer.

As a matter of fact, if the shares are sold to offeror, the number is shown as acquisition, rather than as acceptance. It partially fulfill your "fairness", amid the total number counts, which is fair to everyone.

If the shares aren't sold to offeror, the right is transferred. You haven't accept the offer either, but transfer your right, which also fair to everyone.

Well, the discussion seems getting out of hand. I rest the case. Thanks for the topic, and a nice discussion.