Perennial China Retail Trust

[CityFarmer]

It is merely a back door listing of a company. Nothing more than that.

the takeover of PCRT does not even try to get more undertaking from more shareholders of PCRT, which includes Mr. Martua Sitorus, a business associate of Mr. Kuok Khoon Hong(co-founder of Wilmar), holding almost 6% of PCRT according to annual report of 2012.

What does that tell you?

That make sense. I do agree that the PCRT offer seems base on best effort. Betting on the takeover is a pretty risky one.

[Boon]

It is merely a back door listing of a company. Nothing more than that.

the takeover of PCRT does not even try to get more undertaking from more shareholders of PCRT, which includes Mr. Martua Sitorus, a business associate of Mr. Kuok Khoon Hong(co-founder of Wilmar), holding almost 6% of PCRT according to annual report of 2012.

What does that tell you?

That make sense. I do agree that the PCRT offer seems base on best effort. Betting on the takeover is a pretty risky one.

Sitorus has interests in PREH - he is a party of the "Vendors". His interests in PCRT could have been included in the 27.93% PRCT shares to be injected into PREHL.

VGO on PCRT (Act 2) is to increase shareholders base to comply with listing rule.

(not vested)

[CityFarmer]

It is merely a back door listing of a company. Nothing more than that.

the takeover of PCRT does not even try to get more undertaking from more shareholders of PCRT, which includes Mr. Martua Sitorus, a business associate of Mr. Kuok Khoon Hong(co-founder of Wilmar), holding almost 6% of PCRT according to annual report of 2012.

What does that tell you?

That make sense. I do agree that the PCRT offer seems base on best effort. Betting on the takeover is a pretty risky one.

Sitorus has interests in PREH - he is a party of the "Vendors". His interests in PCRT could have been included in the 27.93% PRCT shares to be injected into PREHL.

VGO on PCRT (Act 2) is to increase shareholders base to comply with listing rule.

(not vested)

I checked on the presentation slides, and no rationale given for listing rule compliance with Phase II VGO.

The compliance can be achieved by multiple means, not only via VGO path.

(not vested)

[opmi]

It is merely a back door listing of a company. Nothing more than that.

the takeover of PCRT does not even try to get more undertaking from more shareholders of PCRT, which includes Mr. Martua Sitorus, a business associate of Mr. Kuok Khoon Hong(co-founder of Wilmar), holding almost 6% of PCRT according to annual report of 2012.

What does that tell you?

That make sense. I do agree that the PCRT offer seems base on best effort. Betting on the takeover is a pretty risky one.

Sitorus has interests in PREH - he is a party of the "Vendors". His interests in PCRT could have been included in the 27.93% PRCT shares to be injected into PREHL.

VGO on PCRT (Act 2) is to increase shareholders base to comply with listing rule.

(not vested)

Making an offer is too much trouble to JUST increase shareholder base. A straight forward method is the Compliance Placement. The usual method
for RTO.

[Boon]

It is merely a back door listing of a company. Nothing more than that.

the takeover of PCRT does not even try to get more undertaking from more shareholders of PCRT, which includes Mr. Martua Sitorus, a business associate of Mr. Kuok Khoon Hong(co-founder of Wilmar), holding almost 6% of PCRT according to annual report of 2012.

What does that tell you?

That make sense. I do agree that the PCRT offer seems base on best effort. Betting on the takeover is a pretty risky one.

Sitorus has interests in PREH - he is a party of the "Vendors". His interests in PCRT could have been included in the 27.93% PRCT shares to be injected into PREHL.

VGO on PCRT (Act 2) is to increase shareholders base to comply with listing rule.

(not vested)

Making an offer is too much trouble to JUST increase shareholder base. A straight forward method is the Compliance Placement. The usual method
for RTO.

http://infopub.sgx.com/FileOpen/Pre_Cond...eID=288498

Page 12 and 13 of Appendix 1,

At completion of target asset acquisition and share consolidation, the "Vendors" will own about 99.27% of the enlarged share capital - a situation not in compliance with listing requirement - it is not mentioned in their rationale but it seems obvious - sure there are other means but it seems that they have opted for the VGO way.

(not vested)

[opmi]

It is merely a back door listing of a company. Nothing more than that.

the takeover of PCRT does not even try to get more undertaking from more shareholders of PCRT, which includes Mr. Martua Sitorus, a business associate of Mr. Kuok Khoon Hong(co-founder of Wilmar), holding almost 6% of PCRT according to annual report of 2012.

What does that tell you?

That make sense. I do agree that the PCRT offer seems base on best effort. Betting on the takeover is a pretty risky one.

Sitorus has interests in PREH - he is a party of the "Vendors". His interests in PCRT could have been included in the 27.93% PRCT shares to be injected into PREHL.

VGO on PCRT (Act 2) is to increase shareholders base to comply with listing rule.

(not vested)

Making an offer is too much trouble to JUST increase shareholder base. A straight forward method is the Compliance Placement. The usual method
for RTO.

http://infopub.sgx.com/FileOpen/Pre_Cond...eID=288498

Page 12 and 13 of Appendix 1,

At completion of target asset acquisition and share consolidation, the "Vendors" will own about 99.27% of the enlarged share capital - a situation not in compliance with listing requirement - it is not mentioned in their rationale but it seems obvious - sure there are other means but it seems that they have opted for the VGO way.

(not vested)

VGO route - chance that it will flop if dont cross 50%.

Placement route - confirm can meet public float and spread.

[Boon]

Hypothetical Question: If CapitaMall Asia (CMA) or ARA did an offer for PCRT using CMA shares but no cash, will PCRT minorities be happy?

For Publicly-Traded-Companies like PCRT, CMA and ARA,

MV = Market Value = Market Cap = Share Price x Number of Shares issued.

If CMA offers to take over PCRT with share swaps:

MV (CMA + PCRT) = MV (CMA) + MV (PCRT), assuming there is no net value creation or destruction from the merger. This is a simplest, reliable and powerful value measure - one could immediately work out the fair ratio of shares to be swapped.

As in the case of PREHL offers, such value measure could not be carried out, as market determined MV (PREHL- 1) does not exist.

(Note: PREHL-1 = PREHL with 27.93% of PCRT.)

All things being equal, I’d rather the “offeror” is a listed entity.

(not vested)

[freedom]

It is merely a back door listing of a company. Nothing more than that.

the takeover of PCRT does not even try to get more undertaking from more shareholders of PCRT, which includes Mr. Martua Sitorus, a business associate of Mr. Kuok Khoon Hong(co-founder of Wilmar), holding almost 6% of PCRT according to annual report of 2012.

What does that tell you?

That make sense. I do agree that the PCRT offer seems base on best effort. Betting on the takeover is a pretty risky one.

Sitorus has interests in PREH - he is a party of the "Vendors". His interests in PCRT could have been included in the 27.93% PRCT shares to be injected into PREHL.

VGO on PCRT (Act 2) is to increase shareholders base to comply with listing rule.

(not vested)

I doubt that the 27.93% includes Mr. Sitorus' interest. Otherwise, it should list his holding company as a vendor directly as Mr. Sitorus holds his interest in PCRT through his holding company instead of PREH.

Also, if we add Mr. Kuok's 262M deemed units plus Mr. Sitorus' 63 million, it is more than 28%.

update:

latest announcement shows that the shareholding of St. James would be 28+, which includes Mr. Sitorus' interest in PCRT. Think the 27.93 number should be 26.11 + 2.3 *0.78

[cfa]

http://infopub.sgx.com/FileOpen/03StJame...eID=289094

[CityFarmer]

http://infopub.sgx.com/FileOpen/Pre_Cond...eID=288498

Page 12 and 13 of Appendix 1,

At completion of target asset acquisition and share consolidation, the "Vendors" will own about 99.27% of the enlarged share capital - a situation not in compliance with listing requirement - it is not mentioned in their rationale but it seems obvious - sure there are other means but it seems that they have opted for the VGO way.

(not vested)

I might miss it, but this is what I got from the document

"Following Closing, the Company shall issue and allot such number of new shares in the Company as may be required to fulfill the relevant shareholding and distribution requirement of the SGX-ST" - last para of page 13.

I found nothing on they have opted for the VGO way?