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hi Mushy,
There are probably some silent AGT owners around here
I am not a AGT owner but probably try to see if i can answer some of the more generic questions about AGT here:
- Based on the announcements to date, i drew out the relationships of the various actors on a piece of paper. After looking at it, my conclusion is that while there is a perception of "conflict of interest' but i would really think that appointing DCM as a financial advisor, is still observing both the spirit and letter of the CG code. Of course, Prof Mak probably disagrees with me but i thought as long as the buyer (Accordia) and seller (all unitholders including Daiwa with a 5% stake) are different (not acting in concerted) and the advisory fees are "at arms' length", it would probably be closer to what you and corydorus alluded earlier.
- From what i read from the 24th Dec announcement (link you provided), Accordia intends to buy all the assets of AGT. So your question of "if the sale of assets involve >20% of the NAV, it requires shareholders to vote. I assume it is the same for business trust" is probably not valid as there will not be an EGM to vote on disposing assets per say.
- Since it is going to be for ALL the assets, this means that Accordia intends to delist AGT. As for who can vote or not, it really depends on how the buyer decides to execute the scheme - Voluntary Offer, Voluntary Delisting (governed by Listing Rules) and Scheme of Arrangement (governed by Companies Act). Voluntary Offer is based on unit holders submitting/selling their shares to the buyer (ie. unit holders "vote" via selling/tendering their shares, not casting real votes in a meeting). For Voluntary Delisting and Scheme of Arrangement, there will be real voting in a meeting. SGX regCO has changed the rules recently and parties acting in concert with the buyer, now cannot vote in a Voluntary Delisting. For Scheme of Arrangement, they can still do so (but there is a catch as minorities can win based on numbers, not shares). We should probably see how the buyer intends to execute the scheme..
- From what i read so far, Daiwa (5%) is probably not acting in concerted with the buyer (Accordia), even though they have a relationship via a JV that is a trustee manager for AGT. So from what i understand from the Takeover rules/code, they should be able to exercise a decision, in time to come.
There are probably some silent AGT owners around here
I am not a AGT owner but probably try to see if i can answer some of the more generic questions about AGT here:
- Based on the announcements to date, i drew out the relationships of the various actors on a piece of paper. After looking at it, my conclusion is that while there is a perception of "conflict of interest' but i would really think that appointing DCM as a financial advisor, is still observing both the spirit and letter of the CG code. Of course, Prof Mak probably disagrees with me but i thought as long as the buyer (Accordia) and seller (all unitholders including Daiwa with a 5% stake) are different (not acting in concerted) and the advisory fees are "at arms' length", it would probably be closer to what you and corydorus alluded earlier.
- From what i read from the 24th Dec announcement (link you provided), Accordia intends to buy all the assets of AGT. So your question of "if the sale of assets involve >20% of the NAV, it requires shareholders to vote. I assume it is the same for business trust" is probably not valid as there will not be an EGM to vote on disposing assets per say.
- Since it is going to be for ALL the assets, this means that Accordia intends to delist AGT. As for who can vote or not, it really depends on how the buyer decides to execute the scheme - Voluntary Offer, Voluntary Delisting (governed by Listing Rules) and Scheme of Arrangement (governed by Companies Act). Voluntary Offer is based on unit holders submitting/selling their shares to the buyer (ie. unit holders "vote" via selling/tendering their shares, not casting real votes in a meeting). For Voluntary Delisting and Scheme of Arrangement, there will be real voting in a meeting. SGX regCO has changed the rules recently and parties acting in concert with the buyer, now cannot vote in a Voluntary Delisting. For Scheme of Arrangement, they can still do so (but there is a catch as minorities can win based on numbers, not shares). We should probably see how the buyer intends to execute the scheme..
- From what i read so far, Daiwa (5%) is probably not acting in concerted with the buyer (Accordia), even though they have a relationship via a JV that is a trustee manager for AGT. So from what i understand from the Takeover rules/code, they should be able to exercise a decision, in time to come.