Best World

[Coco]

Resolution #3 is to prepare for further purchases?
The resolution is sooo long, and covers sooo many technical changes. I can't see where it hints / points to what you said "prepare for further purchases". Mind show us the way?

[¯|_(ツ)_/¯]

Sorry Coco, I made a mistake on #3.

This is extracted from the Notice regarding #3:
(link to Notice)

SPECIAL RESOLUTION 1: PROPOSED ADOPTION OF A NEW CONSTITUTION

Resolved that: (a) the regulations contained in the new Constitution of the Company as set out in Annex C of the Appendix to Shareholders dated 9 December 2021, be and are hereby approved and adopted as the Constitution of the Company in substitution for, and to the exclusion of, the Existing Constitution; and 

(b) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they and/or he/ she may consider expedient, necessary, desirable or in the interests of the Company to give effect to this resolution. 

(See Explanatory Note below)
The Special Resolution proposed above is for the Company to adopt a new Constitution following the wide-ranging changes to the Companies Act (Cap. 50) of Singapore introduced by the Companies (Amendment) Act 2014 and the Companies (Amendment) Act 2017 and will be updated for consistency with other applicable laws and regulatory changes, such as the personal data protection regime in Singapore. The Company is also taking the opportunity to update, streamline and rationalise certain other provisions in the new Constitution.

Stay safe and stay healthy, everyone.

[dreamybear]

...In any case, as a ex-shareholder, I'm eagerly waiting for bwl to resume it's trading. Once the trading started...

Besides the above post, I noticed you have also mentioned in a few other posts(e.g. Post #1095, #1119 ) about reinvesting and cannot help but feel that you are rather sanguine abt the situation. Besides other buddies' posts on the concerns(e.g. China business), I have also articulated my views in posts #1090/#1117. 

Considering the events that have transpired thus far(e.g. disclaimer, shareholders' petition, 11.11 company announcement on delisting consideration & appt of legal/financial advisors, suspension on dividends, etc) and I think there must be some sort of significant trigger event(s) for the suspension to be lifted, I would be grateful if you can share the rationale behind your thinking especially regarding your optimism. Many Thanks.

[¯|_(ツ)_/¯]

Hi bear, first thing first, I benefited a lot from your kind sharing and I'm very grateful all these while.
 
I'm not a analyst - finacial, investment or anything.

I can only share my thought process and if there are other valuebuddies wanted to share your view, please do.

Some background first:
1. bwl had been and I believed still is a good company.
2. bwl results after they cracked the Taiwan and then China market is fantastic... both top and bottomline.
3. bwl in general does not have any trouble, the only reason why I sold out all my bwl (at least 30% weightage when I sold), yes, I sold 100% of my bwl in one transaction - market order sell within few seconds - is because of a few suicide cases in China (uni students) on MLM (take note, might or might not related to bwl).  I sold because I read a few Chinese Blogs and I think the hint/link to bwl is there and the high weightage of bwl in my overall invested portfolio prompted me to do something.  I attempted to queue at a price but no hit after 1 hour.  When I checked again, I decided to sell at market order and everything out in few seconds.  That was the circumstances that I sold bwl.  It's more than a 10 baggers for me. My vested cost was below 20 cents.

Why I wanted to buyback:
a. at $1.36, I think there is a lot of upside. how much I don't know.
b. before the petitions came, things would remain unchange for a long time. Things I'm mean the stock/share suspension.
c. with valuebuddies (vested as well as those not vested) petitioning for bwl to be un-suspended or de-list, there is a high chance that things will move forward faster (comparing to b.)
d. I don't have any insider or special information, my hunch is with more and more valuebuddies pushing for un-suspension or de-list, this will allow SGX to adjust the condition for the suspension.  If SGX do not adjust, then these increasing voices on petition will gives bwl management a justification for de-list or off-the-market purchases (which is mooting now).
e. Of course, when un-suspension come, some weak hand will sell. how much I don't know but I will definitely pick up some.

My instinct tells me that there will be more petitions and high chance that SGX will change the condition because bwl already explained that it's not they don't want to apply for the DS license but China government had paused the application of DS license. Then, how can SGX suspend bwl because of China government inaction? 

Previously, it was very clear to me that bwl had avoided applying for the DS license and instead choose to jump onto the easier Franchise license.  To me, this is because DS is difficult to get approval as it contains many gates/conditions. So, I thought it's a short cut out for bwl management. But, after bwl explain repeatedly to everyone, it's the China government that stopped processing DS application.  That's a totally different story, right?

I belief when the condition for suspension was imposed by SGX, they had the same assumption as me aka bwl is going for a easier route and deviated from doing the right things aka DS license plan.  Hence, to mitigate the risk of bwl hang-ki-peng-ki, SGX just impose the DS license as a condition. But, now, facts had change, so why SGX still imposing the same condition?  Your guess is as good as mine.

The only problem (not for me but for existing shareholders), is bwl de-listed before SGX taking action to change/modified the DS license condition.

I might be wrong, let's wait for the trading to resume and buy some, hopefully soon.

<ex-bwl shareholder>

Gratitude.

[dreamybear]

The equal access share price offer has been announced - $1.36 per share for up to 54m shares.

Outstanding shares : 544m out of which 280m belong to Non-Participating Shareholders. At the price of $1.36, the company would have sufficient cash to buy out the minority i.e. (544m - 280m)*$1.36 = circa $360m, not forgetting Q4 is traditionally the strongest quarter and the cash flows have not been factored in. With the Tuas factory slated for TOP soon, imo, there is unlikely any major capital expenditure.

One cannot help but wonder what is the final endgame, and how should we assess the mgmt in taking such an action. Why do a buyback now @ this price and not a privatization offer ?

In any case, I think we cannot rule out the possibility that if the equal access is taken very well by the minority shareholders, a privatization offer(of similar price) might not be too far off since the cash in the company is sufficient for such an exercise, without the need for external funding / partners. It remains to be seen whether any (respectful) dividends will be declared for next FY(s). If shareholders do not see any or only token capital returns despite good financial results over the next 1 - 2 years, perhaps then they will have to conclude that there is little choice but to accept the offer, regardless of any IFA opinion. Otherwise, keeping shares perpetually with say 0-1% div yield with no/very little chance of capital appreciation(i.e. not much more than $1.36) doesn't make much sense. After all, at any negotiation table, one must have sufficient chips and in this case, we probably have none. In other words, in the absence of a mkt price discovery mechanism, I think the realistic realizable cash value of our BW shares is circa $1.36 per share(and even this is subjected to the controlling shareholders) based on the latest development.

Company statistics (net cash) 
9M2021 - EPS : $0.1881 ; NAV : $0.8361 ; Net Assets, Cash : circa S$452m, S$386m
9M2020 - EPS $0.1292
FY2020 - EPS : $0.2436

---------------------------------------

OFF-MARKET EQUAL ACCESS SHARE BUYBACK OFFER
https://links.sgx.com/FileOpen/2021%2012...eID=696376

EGM2021 Q&A
https://links.sgx.com/FileOpen/2021%2012...eID=696241

3Q2021 FS
https://links.sgx.com/FileOpen/2021%2011...eID=690472

[CY09]

It's a rip off by the controlling shareholders to profit off minority who are stuck

[¯|_(ツ)_/¯]

Wishing valuebuddies a Happy New Year!

It's very unfortunate that a lot of bwl shareholders felt unjust of the $1.36 offer, this is completely understandable because all the offers presented in SGX was at a premium to the last closed, last 30 days, last 60 days price. So, an offer at the last closed price is absolutely not acceptable.

Having says that, bwl had stopped giving out dividend.  Official reason is of course C19 uncertainty, need to preserve cash, difficulty in financing, etc.... you got the idea, right?

Without dividend, plus minimally 2 years wait to resume trading - even after bwl gotten DS license would means that there will be weak hand who desperate enough to throw in the towel.... that's a fact, too.

The gesture announced today, at the last day of 2021, although seems very un-reasonable, could be a life-saving for some shareholders who really needs to cash out.  Put it this way, for those shareholders who do not need to cash out, they could just ignore this offer.  Take it as never happen and continue to live your life.  But for those who need this offer, this offer is a excellent way out of bwl.

Obviously, the offer price should be higher. It should be $2.30.  On the other hand, if bwl choose to be nasty, the offer price could be 30% lower than last closed price too.  So, a safe offer price would be $1.36 aka last closed price. 

QED.

What irritated me is Equal access offer messed up my plan of scooping up bwl at the cheap when it's trading resumed.  What to do, SGX is too slow to response to our valuebuddies petitions.  My only hope is not too many valuebuddies throw in the towel and hold dearly to their shares and SGX wake up and resume bwl trading soon.


Gratitude.


Enjoy: You're Beautiful - Korea OST

[CY09]

In my view, best world Mgmt will highlight that resumption of trading will take years as they don't know how long china will take to approve. In the meantime they will stop giving dividends despite the cashflow generation but the two Doras will earn mutli million salaries.

My new year greetings to existing BWL shareholders and in guns and roses words, "welcome to the jungle"

[dreamybear]

I think there is very little chance for trading resumption, to me, it is a foregone conclusion. The China "DS" operating structure is complicated to say the least. I have been trying to get confirmation that all issues will be settled with the licence but .....

In the meantime, I look forward to see whether the disclaimer of opinions will be resolved in the next FY.

I would also like to wish the buddies here Happy New Year !  

[ghchua]

Obviously, the offer price should be higher. It should be $2.30.  On the other hand, if bwl choose to be nasty, the offer price could be 30% lower than last closed price too.  So, a safe offer price would be $1.36 aka last closed price. 

I think you have mistaken. This is an equal access scheme under share buyback mandate approved by shareholders, not a GO or delisting offer. Share buyback mandate under equal access scheme is restricted by the following:

1. Only Shares which are issued and fully paid-up may be purchased or acquired by the Company. The total number
of Shares which may be purchased or acquired pursuant to the Share Buy-Back Mandate is limited to that number
of Shares representing not more than ten per cent. (10%) of the total number of issued Shares (excluding treasury
shares and subsidiary holdings)

2. The purchase price to be paid for the Shares pursuant to
the purchases or acquisitions of the Shares must not exceed:
(a) in the case of a Market Purchase, one hundred and five per cent. (105%) of the Average Closing Price (as
defined hereinafter); and
(b) in the case of an Off-Market Purchase pursuant to an equal access scheme, one hundred and twenty per cent.
(120%) of the Average Closing Price (as defined hereinafter)

(i) “Average Closing Price” means the average of the closing market prices of the Shares over the last five (5)
Market Days on which transactions in the Shares were recorded immediately preceding the date of the Market
Purchase by the Company or, as the case may be, the date of the making of the offer (as defined below)
pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs during
the relevant five (5) Market Day period and the date on which the purchases are made

So, there is no way Best World can buy back your shares at $2.30 under this equal access scheme, as it is not in line with the rule.