Boustead Projects

[setan]

Hi ghchua,

Do I understand correctly that:
BP can't delist now but they can be suspended then directed to delist later? 
Isn't this like (sorry, for lack of better term) LPPL!!!

Hi ksir,

BP can't delist now because they did not meet one of the requirements for delisting, which is to obtain a "Fair and Reasonable" opinion from the IFA.

Yes, they might be directed to delist later, if they refuses to comply with free float requirements for listing after suspension. But then again, they have to give a delisting exit offer that is deemed "Fair and Reasonable". The exit offer might not be the same as the current GO offer price. So, its not LPPL as what you have stated.

Hi GH Chua,

Thank you for your valued contribution.

I went to read SGX-ST listing rule - Mainboard on "Chapter 13  Part III - Suspension of Trading" Rule 1303 & 1304. It stated as below :

Rule 1303


The Exchange may at any time suspend trading of the listed securities of an issuer in any of the following circumstances:—

(1) If the percentage of an issuer's total number of issued shares excluding treasury shares held in public hands falls below 10%, as provided in Rule 723. In a take-over situation, where the Offeror succeeds in garnering acceptances exceeding 90% of the issuer's total number of issued shares excluding treasury shares, thus causing the percentage of an issuer's total number of issued shares excluding treasury shares held in public hands to fall below 10%, the Exchange will suspend trading of the listed securities of the issuer only at the close of the take-over offer;
(2) Where there is a change in the issuer's assets that produces a situation where its assets consist wholly or substantially of cash or short-dated securities, as provided in Rule 1018;
(3) Where the issuer is unable to continue as a going concern or unable to demonstrate to the Exchange and its shareholders that it is able to do so, including the following circumstances:
(a) when an application is filed with a court to place the issuer (or significant subsidiary) under judicial management; or
(b) when an application is filed with a court for the liquidation of the issuer (or significant subsidiary) and the amount of the debt alleged is significant; or
© when the issuer is unable to reasonably assess its financial position and inform the market accordingly.
(4) Where the issuer is unable or unwilling to comply with, or contravenes, a listing rule;
(5) Where, in the opinion of the Exchange, it is necessary or expedient in the interest of maintaining a fair, orderly and transparent market;
(6) Where, in the opinion of the Exchange, it is appropriate to do so; or
(7) Where the Exchange releases an announcement in relation to the issuer which, in the opinion of the Exchange, is market sensitive

Rule 1304


If the trading of the listed securities of an issuer is suspended under Rule 1303(3), it must:—

(1) submit a proposal (or proposals) to the Exchange with a view to resuming trading in its securities ("resumption proposals") within 12 months of the date of suspension. If no resumption proposals are received to enable trading to resume within 12 months of the date of suspension, the Exchange may remove the issuer from the Official List; and
(2) implement the resumption proposals within 6 months from the date the Exchange indicates that it has no objection to the resumption proposals. If the resumption proposals have not been implemented within the 6 months, the Exchange may remove the issuer from the Official List. The issuer is expected to provide monthly valuation of its assets and utilisation of cash and updates of milestones in completing the relevant transactions to the market via SGXNET.

So for Boustead Project scenerio, it will most slightly suspended under loss of free float ie. less than 10% of the shares hold by public hand based on the acceptance rate @ 16 Mar 2023 is approximately 89.73%.

With Rule 1304, if minority shareholders reject the offer, they need to prepare to wait for 12 months for a resolution. Am I right?