Guthrie GTS

[desmondxyz]

OK. For Guthrie case,

Anthoni & gang owned 69% via their holding co, GA 1821 Pte. Ltd.
If they launch Offer using GA 1821 Pte. Ltd, they need to have more than 96.9%, to invoke Compulsory Acq (CA).
(***Law states that they need to get 90% of the shares EXCLUDING the shares they owned at start of Offer)

By using the takeover vehicle, UNITED SM HOLDINGS PTE. LTD., they can invoke CA when they have 90% because
United SM owned zero shares at the start of Offer. Upon the Offer, GA 1821 will sell to United SM their 69% stake.
So when United SM cross 90%, they can take out the rest of 10% by passing minorities a cheque and cancel their shares
(whether minorities agree or not)

Can they keep repeating the same stunt if they failed to secure 90% this time?

[opmi]

OK. For Guthrie case,

Anthoni & gang owned 69% via their holding co, GA 1821 Pte. Ltd.
If they launch Offer using GA 1821 Pte. Ltd, they need to have more than 96.9%, to invoke Compulsory Acq (CA).
(***Law states that they need to get 90% of the shares EXCLUDING the shares they owned at start of Offer)

By using the takeover vehicle, UNITED SM HOLDINGS PTE. LTD., they can invoke CA when they have 90% because
United SM owned zero shares at the start of Offer. Upon the Offer, GA 1821 will sell to United SM their 69% stake.
So when United SM cross 90%, they can take out the rest of 10% by passing minorities a cheque and cancel their shares
(whether minorities agree or not)

Can they keep repeating the same stunt if they failed to secure 90% this time?

that is a question I am asking. I also dont know.

the easier route after a failed Offer is to do a Delisting EGM with an Exit Offer to delist the company.
Then whole day bombard with ads and letters, basically saying 'give me or you can keep as wallpaper"..hahaha.

A lot of patterns to screw minorities. So the key is to stop any lowball Offer is KP to the press at the start of Offer.

[lanoitar]

But Offeror can bypass by incorporating a new takeover vehicle. Some how dilute the spirit of the law.

Ianal, but under Companies Act Sect 215:

(9) For the purposes of this section, shares held or acquired —
(a) by a nominee on behalf of the transferee company; or
(b) by a related corporation of the transferee company or by a nominee of that related corporation,

shall be treated as held or acquired by the transferee company.

Further, this Takeover Guide says:

Section 215 of the Companies Act governs the compulsory acquisition of the shares of minority shareholders once an offerer has acquired 90 per cent of the target’s shares through a take-over offer (excluding the shares held by the offerer). Shares held by the offerer include shares held by a nominee on behalf of the offerer, as well as shares held by either a related corporation of the offerer or a nominee of that related corporation.

[opmi]

But Offeror can bypass by incorporating a new takeover vehicle. Some how dilute the spirit of the law.

Ianal, but under Companies Act Sect 215:

(9) For the purposes of this section, shares held or acquired —
(a) by a nominee on behalf of the transferee company; or
(b) by a related corporation of the transferee company or by a nominee of that related corporation,

shall be treated as held or acquired by the transferee company.

Further, this Takeover Guide says:

Section 215 of the Companies Act governs the compulsory acquisition of the shares of minority shareholders once an offerer has acquired 90 per cent of the target’s shares through a take-over offer (excluding the shares held by the offerer). Shares held by the offerer include shares held by a nominee on behalf of the offerer, as well as shares held by either a related corporation of the offerer or a nominee of that related corporation.

Well, the market practice is what have I have just described above. Don't think the whole M&A advisory industry is wrong.

[lanoitar]

Well, the market practice is what have I have just described above. Don't think the whole M&A advisory industry is wrong.

Interesting. Can u let me know a case in which such practice is manifested? Thx!

[opmi]

Well, the market practice is what have I have just described above. Don't think the whole M&A advisory industry is wrong.

Interesting. Can u let me know a case in which such practice is manifested? Thx!

Almost every time, there is a new company incorporated to do the Offer if the intention is to privatized. And will compulsory acquire if cross 90%.

[smallcaps]

Well, the market practice is what have I have just described above. Don't think the whole M&A advisory industry is wrong.

Interesting. Can u let me know a case in which such practice is manifested? Thx!

Almost every time, there is a new company incorporated to do the Offer if the intention is to privatized. And will compulsory acquire if cross 90%.

Maybe should extend the act to include controlling shareholders of the offerer and related companies.

[LOVE YOURSELF]

I may be wrong. With 87.57% and 1 trading day left, it may not be easy to get >90% by 9 Sep.

They are likely to call for extension again but WILL EVENTUALLY get >90% by the next extended dateline.

[opmi]

Cannot call for extension already. Offer must close by 9 sep. 60 days max from date of circular despatch.

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Well, the market practice is what have I have just described above. Don't think the whole M&A advisory industry is wrong.

Interesting. Can u let me know a case in which such practice is manifested? Thx!

Almost every time, there is a new company incorporated to do the Offer if the intention is to privatized. And will compulsory acquire if cross 90%.

Maybe should extend the act to include controlling shareholders of the offerer and related companies.

Maybe no one challenge the Act in court yet.

[cif5000]

Well, the market practice is what have I have just described above. Don't think the whole M&A advisory industry is wrong.

Interesting. Can u let me know a case in which such practice is manifested? Thx!

Almost every time, there is a new company incorporated to do the Offer if the intention is to privatized. And will compulsory acquire if cross 90%.

I wonder why CK Tang got stuck with their minority shareholders...