LTC Corp (prev. Lion Teck Chiang)

[pianist]

The Offeror has obtained the consent of the Securities Industry Council of Singapore to reduce the Acceptance Condition to a level of more than 50 per cent. of the total number of Shares, subject to:
(i) the revised Offer remaining open for another 14 days following the posting of the written notification of such revision as set out in this Letter; and
(ii) the Shareholders who have accepted the initial Offer being permitted to withdraw their acceptance within eight days of the posting of the written notification of such revision as set out in this Letter.

the 2nd criteria looks a little weird. what happened to the shares that did not accept finally. does the company get delisted or remain listed?

[TTTI]

The Offeror has obtained the consent of the Securities Industry Council of Singapore to reduce the Acceptance Condition to a level of more than 50 per cent. of the total number of Shares, subject to:
(i) the revised Offer remaining open for another 14 days following the posting of the written notification of such revision as set out in this Letter; and
(ii) the Shareholders who have accepted the initial Offer being permitted to withdraw their acceptance within eight days of the posting of the written notification of such revision as set out in this Letter.

the 2nd criteria looks a little weird. what happened to the shares that did not accept finally. does the company get delisted or remain listed?

Hi pianist

The company can only be compulsorily delisted if they attain 90% of the total outstanding shares.
Right now, they have about 84% +, so the company remains listed.

The 2nd criteria is to protect minority shareholders, now, as the conditions stated out previously has changed (that the offer is only valid contingent on them getting 90% to delist. Now, they are lowering the threshold and accepting buy outs of minority shareholders), so this is a chance for those who have accepted, to cancel their acceptances.
I suspect few will do so though, because it's quite troublesome. You'd have to individually write in to cancel. There's no form.

Following this exercise, the company remains listed, but is now very much majority owned by the Chengs, so liquidity will be zilch.

Interestingly, the share price closed today at $0.94, above the offer price, indicating that market participants are expecting an increased offer some time down the road, and/or a competing offer.

Having been through 2 previous delistings, I gotta say that this is very much similar to the previous 2 I have experienced.
What follows is that after a year (the Chengs are not allowed to make another offer within a year after this concludes), the majority shareholders come back with a renewed, higher offer and eventually, the minority shareholders accept.

And it makes sense.
Right now, as it stands, both the Chengs and the minority shareholders holding out, did not get what they want.
LTC would still be listed, the Chengs will own 85%, but what diff does that make compared to previously when they owned close to 50%?
The minority shareholders will now have next to zero liquidity. 
At the end of the day, it's all about the price.
And after a year, both parties will be forced to come together again, and accept a price higher than the current $0.925 (but probably not as high as what the minorities hope for aka closer to BV)
That's my previous experience too.

[pianist]

thanks both ghchua and ttti for the clarity, closing 0.94 today looks like a more tasty exit option now than accepting the offer at 0.925 for me at least.

[TTTI]

thanks both ghchua and ttti for the clarity, closing 0.94 today looks like a more tasty exit option now than accepting the offer at 0.925 for me at least.

the volume transacted at 0.94 is very low, so it's not reflective currently.
If you've a sizable position, it's hard to try to benefit from this small arbitrage.
Unless the volume of transactions above the offer price increases substantially in the coming days, then... 
well, perhaps, it'd really be indicative of a higher offer sometime down the road.

[ghchua]

If one year later, LTC Corp come out with a voluntary delisting resolution like Vard, it will he be very difficult for minorities to block as delisting needs only 75% approval (which they will secure) but not more than 10% against (minorities will have to come out in full force to vote against it. Not doing anything doesn't amount to the 10% against vote).

I mean, those minorities remaining in the LTC Corp should know the risk of holding a not so liquid stock. The chance of a completing offer is low. But still, for those holding on and even preparing to hold an unlisted company, they should know the game well. Of course, now with the market trading higher than the offer price, I will not expect much more acceptance coming in and the final number should be quite close to what TTTI had stated. We shall wait and see what is the Chengs next move after the deadline.

[pianist]

today announcement reveals their final card - they extend and will apply for delist if they can't compulsorily acquire.
obviously, the shares are deeply undervalued.
let see how it goes
fully vested at below 50cents

[opmi]

Standard threat in an Offer. Next one to threaten suspension due to >90% free float.

[dydx]

Short of raising the offer price to a fair and reasonable level, the Chengs are trying so hard to buy my/our prized LTC Corp shares. Their behaviour has further reinforced on my belief that there is so much value in LTC Corp shares and in the underlying business and property assets, and that I should simply hold on to my LTC Corp shares to see how the company would realise the high value which has motivated the Chengs to undertake this GO with their behaviour so far in this exercise.

[opmi]

Short of raising the offer price to a fair and reasonable level, the Chengs are trying so hard to buy my/our prized LTC Corp shares. Their behaviour has further reinforced on my belief that there is so much value in LTC Corp shares and in the underlying business and property assets, and that I should simply hold on to my LTC Corp shares to see how the company would realise the high value which has motivated the Chengs to undertake this GO with their behaviour so far in this exercise.

Unless there are 10% of like-minded people, quite hard that you can keep your shares.

OPMIs should know by now, shareholder activism should start way before the Offer.

[ghchua]

Short of raising the offer price to a fair and reasonable level, the Chengs are trying so hard to buy my/our prized LTC Corp shares. Their behaviour has further reinforced on my belief that there is so much value in LTC Corp shares and in the underlying business and property assets, and that I should simply hold on to my LTC Corp shares to see how the company would realise the high value which has motivated the Chengs to undertake this GO with their behaviour so far in this exercise.

Their hands are tied. They have already said that the offer price is final in the offer document, unless a competitive situation arises. Therefore, they could not raise the offer price now even if they wanted to.

As expected, they have decided to follow the Vard way to seek voluntary delisting if they could not compulsory acquire the remaining shares out there. But I did not expect them to do it so quickly (as in after the close of the offer). Unless minorities turn out to vote against the delisting resolution in force, it will be very difficult to gather a 10% against vote to block the delisting resolution, since the offeror intends to vote in favour of it.

It is still not too late to start an activism effort to block the delisting, but it really need a big effort to gather the rest of the minorities to, firstly, not to accept the GO so that the offeror could not gather 90% of LTC Corp at the close of the offer (even after a few closing date extensions) , and secondly, turn out in force to block the delisting resolution with more than 10% against vote. Remember, if the offeror garner more than 90% of LTC Corp at the close of the GO, it is game over and they can apply to waive the EGM as the delisting resolution is sure to go through.

Yes, as you all can see now, it is a big effort. Minorities, the ball is now in your court.