Goodpack

David + NL Wong (kawan of David) + Employees = probably ~45-50%

It appears rather likely that David will mobilise his staff to attend. So if MIs want to defeat resolution, better get more kakis ok......

(27-05-2014, 11:08 PM)thefarside Wrote: This will be harder than the Nera fight, I fear.

Quote: The Scheme will require, inter alia, the following approvals:

10.1.1 the approval of the Scheme by a majority in number of Shareholders representing not less than three-fourths in value of the Shares held by Shareholders present and voting either in person or by proxy at the Court Meeting; and

10.1.2 the sanction of the Scheme by the Court.

KKR has Lam Choon Sen's undertaking to vote for the transaction (32%) , at minimum the "opposition" needs to bring 12% to shoot it down, provided KKR does not canvass for more for votes.

SIC actually sanctioned this backdoor takeover exercise (!) using vanilla conditions like no concert parties can vote for this etc... can't believe it. KKR is smart enough not to accumulate anything and end up with a substantial amount of shares locked out of voting as a concert party. Instead of mounting a direct GO after buying out David Lam they instead used his stake as a Trojan Horse to take the company private. Very disappointed with management for allowing these snakes to come on board.

The only hope now is some big guns come out and vote against this. Minorities are just roadkill for now for all practical purposes - but please still stand up for your rights in whatever EGM/voting!!!

Just to confirm using SOA method, once 75% in value of of the Shares held by Shareholders present approved, KRR can get it delisted by paying minority $2.50/share.

This is unlike the GO method, where the offerer needs to get >90% to get the company delisted?

If SOA fails, everything back to normal.

^ you mean SOA - Scheme of Arrangement.

Yes. The level of 'squeeze out' via SOA is lower than COMPULSORY ACQ under S215 COMPANIES ACT.

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This is from Nera's filings about their scheme of arrangement.

Quote:The Scheme will require, inter alia, the following approvals:

(a) the approval of the Scheme by a majority in number of the Shareholders present and voting, either in person or by proxy, at the Scheme meeting convened by the Court to approve the Scheme and any adjournment thereof (“Scheme Meeting”), such majority holding not less than 75% in value of the Shares voted at the Scheme Meeting; and

(b) the sanction of the Scheme by the Court.

I reread again - it is actually two conditions. Majority in number (1) and that majority must command 75% of the value of shares voted at the meeting (2).

(28-05-2014, 08:56 AM)thefarside Wrote: This is from Nera's filings about their scheme of arrangement.

Quote:The Scheme will require, inter alia, the following approvals:

(a) the approval of the Scheme by a majority in number of the Shareholders present and voting, either in person or by proxy, at the Scheme meeting convened by the Court to approve the Scheme and any adjournment thereof (“Scheme Meeting”), such majority holding not less than 75% in value of the Shares voted at the Scheme Meeting; and

(b) the sanction of the Scheme by the Court.

I reread again - it is actually two conditions. Majority in number (1) and that majority must command 75% of the value of shares voted at the meeting (2).

Can u post the Neratel section on Section 210 from the Neratel SOA circular. I cannot
find the circular.


As said above, there is only 1 statute governing SOA under S210 CA.

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Before rally the minorities, the cause must be just. Can anyone post why this KKR offer is a low ball offer.


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(28-05-2014, 09:17 AM)opmi Wrote: Before rally the minorities, the cause must be just. Can anyone post why this KKR offer is a low ball offer.


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Yeah I also would wanna know why they think this is a low ball offer.

KKR is famous for insane LBOs in the past (the most famous is RJR Nabisco). They are big time pte equity players along with Carlyle & Blackstone so sometimes people forgive them for overpaying for certain acquisitions.

(28-05-2014, 09:14 AM)opmi Wrote: Can u post the Neratel section on Section 210 from the Neratel SOA circular. I cannot
find the circular.

As said above, there is only 1 statute governing SOA under S210 CA.

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The quote is from the Joint Announcement. I too could not locate the circular on the disclosure search.

http://infopub.sgx.com/FileOpen/JointAnn...leID=62894

SGX > Company Disclosure > Search by Company Name > Neratelecommunications Ltd

(28-05-2014, 09:17 AM)opmi Wrote: Before rally the minorities, the cause must be just. Can anyone post why this KKR offer is a low ball offer.

using usdsgd 1.25 and the offer of 2.50 SGD, i get:

EV/EBITDA 14.9 (assuming 80mio USD of EBITDA)
PE 20.8
PB 3.2
Dvd yield 2%

Doesn't look lowball to me unless you expect the firm to be growing at a decent clip. Personally, I will not be buying something with the above stats unless I have superior understanding of the firm's prospects.

So the question is: can you get a better offer?

So far, Brambles chief has pulled out of negotiations citing it expensive, and Caryle/Blackstone reportedly pulled out also. If you assume all 4 players are decently smart and knowledgeable abt the industrial prospects, the score is 3 agst 1. Of cos another player might emerge and force the switch option to a GO offer and things might get interesting but currently odds seem low to me.

(28-05-2014, 08:34 AM)nitro Wrote:

(27-05-2014, 11:08 PM)thefarside Wrote: This will be harder than the Nera fight, I fear.

Quote: The Scheme will require, inter alia, the following approvals:

10.1.1 the approval of the Scheme by a majority in number of Shareholders representing not less than three-fourths in value of the Shares held by Shareholders present and voting either in person or by proxy at the Court Meeting; and

10.1.2 the sanction of the Scheme by the Court.

KKR has Lam Choon Sen's undertaking to vote for the transaction (32%) , at minimum the "opposition" needs to bring 12% to shoot it down, provided KKR does not canvass for more for votes.

SIC actually sanctioned this backdoor takeover exercise (!) using vanilla conditions like no concert parties can vote for this etc... can't believe it. KKR is smart enough not to accumulate anything and end up with a substantial amount of shares locked out of voting as a concert party. Instead of mounting a direct GO after buying out David Lam they instead used his stake as a Trojan Horse to take the company private. Very disappointed with management for allowing these snakes to come on board.

The only hope now is some big guns come out and vote against this. Minorities are just roadkill for now for all practical purposes - but please still stand up for your rights in whatever EGM/voting!!!

Just to confirm using SOA method, once 75% in value of of the Shares held by Shareholders present approved, KRR can get it delisted by paying minority $2.50/share.

This is unlike the GO method, where the offerer needs to get >90% to get the company delisted?

If SOA fails, everything back to normal.

(28-05-2014, 08:51 AM)opmi Wrote: ^ you mean SOA - Scheme of Arrangement.

Yes. The level of 'squeeze out' via SOA is lower than COMPULSORY ACQ under S215 COMPANIES ACT.

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Just to clarify: I think SOA is used to privatised (not delist) a company with just 75% shareholders present and majority of headcounts are in agreement. That is reason why some choose SOA rather than the simple GO. That also means it is a "trick" used by the smaller companies.

As HitandRun pointed out, employees and whatever proxies will also come. I'm wondering why no one busted them like the case of PCCW or is SIC and SGX not aware?