LTC Corp (prev. Lion Teck Chiang)

[opmi]

I am afraid not everyone so proactive like Activist Speaks and Chew Ah Kong. [Salute them]

And usually most minority investors have at most $10-20k each of shares. No incentive to go activist.
Most minority shareholders not that aggressive types. Want to do also cannot.

[specuvestor]

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.

They tie their hands themselves. There is a difference

[pianist]

how many attempts of extensions do they really need and are allowed?
today is the 3rd extension (from announcement of 2nd to 3rd extension date, the level increased a peanut % 0.2%)...it's quite a joke
I guess they can't bear to pay the compliance costs of being listed with so small float (after the paid, miserable failed mission by their adviser ocbc)...haha

[dydx]

The last extension was from 25Apr to 11May (16 days), and during this period the Chengs managed to raise their stake by only 0.2%, to 86.24% now..
http://infopub.sgx.com/FileOpen/Mountbat...eID=505346

Now the GO has been extended by another 20 days, to 31May..
http://infopub.sgx.com/FileOpen/Mountbat...eID=505112
By 31May, this take-over exercise will have lasted a total of 16 weeks. As the remaining minority shareholders now would likely comprise mostly those who are resolved not to sell their prized LTC shares to the Chengs at the low-ball GO price of $0.925/share, it is most unlikely that the Chengs would be able to garner a lot more shares in the latest extension.

I think SGX and SIC should start looking into GO cases with multiple extensions of the closing date into an unusually long extended offer period to the detriment of minority shareholders. Directors/management of listed companies involved in an takeover by the controlling shareholder(s) should not waste indefinite amount of time and resources to enhancing the interests of the controlling shareholder(s).

[ghchua]

Hi dydx,

As you might have known, at the start of the 2nd extension of the offer, the offeror have reduced the acceptance condition to a lower level (from 90% to 50%), thereby making the offer unconditional. Further to that, there are some withdrawals due to the change in acceptance condition during the 2nd offer extension period, which might have prompted them to go for a 3rd extension (from 25Apr to 11 May). During the start of the 3rd extension period, they have also indicated their intention to seek voluntary delisting following the close of offer if they are unable to exercise compulsory acquisition right.

So, this is the 4th extension of the offer. But to be fair to them, the previous two extensions of the offer had come with new stuff which investors need time to digest. I am sure you will agree with me that changing acceptance condition and seeking voluntary delisting are critical new considerations which investors need to take note when deciding whether to accept the offer or not and time is needed to make those considerations.

However, if after this 4th extension period and there is no new progress on the news front and acceptance level, I am quite sure that they would not want to drag this on and try to secure 90% of the shares. After all, there is still a voluntary delisting route which they had stated they intend to pursue.

[dydx]

However, if after this 4th extension period and there is no new progress on the news front and acceptance level, I am quite sure that they would not want to drag this on and try to secure 90% of the shares. After all, there is still a voluntary delisting route which they had stated they intend to pursue.

Quite obviously, the Chengs are still trying their luck to cross the crucial 90% mark by buying more time till 31May. It is most unlikely that they will succeed. In which case, the GO exercise should come to a close, and LTC will remain listed. If the Chengs still wish to privatise LTC, they can choose to come back after 12 months with another GO at a more appropriate price deemed attractive enough to the remaining minority shareholders.

I don't see any justification and how LTC can pursue a voluntary delisting after the close of the current GO.

[opmi]

LTC will do delisting EGM because they can.

Delisting EGM & SOA EGM requires minority shareholders to
actively block it. Doing nothing means your shares will be taken away
or be left holding unlisted private shares.

[ghchua]

Hi dydx,

Voluntary delisting, as the name implies, means a company voluntary decided to delist from SGX. There is no need for justification. However, it does needs approval from SGX plus a delisting EGM resolution which needs to be carried by a majority of at least 75% of the shares voted for it and not been voted against by 10% or more of the shares. A reasonable exit offer should be offered to the shareholders. Also, the listed company needs to appoint an IFA to advise on the exit offer.

As you might be aware or had been following the Vard voluntary delisting saga being played out recently, the controlling shareholder can vote during a delisting EGM and therefore 75% of the shares had been secured in this case. What's left really is for minorities to come out in force to vote against it. We need more than 10% of the shares to do that. Also, since the IFA had said that the GO being carried out currently, the offer price is fair and reasonable, I don't see a change of view being offered by the IFA if the delisting exit offer is being carried out at the same price.

As I have said previously in one of my earlier posts on this topic, minorities will have to play ball to keep LTC Corp listed. And I repeat again, we not only have to reject the GO to prevent the offeror from getting 90% acceptance level at the close of the GO, we have to vote against the delisting resolution at the EGM when it is being presented to shareholders keep it listed. For those holding shares under nominees accounts, it is essential that you do the necessary to appoint proxies to vote on your behalf at the delisting EGM. Every vote counts.

[TTTI]

Hi dydx,

Voluntary delisting, as the name implies, means a company voluntary decided to delist from SGX. There is no need for justification. However, it does needs approval from SGX plus a delisting EGM resolution which needs to be carried by a majority of at least 75% of the shares voted for it and not been voted against by 10% or more of the shares. A reasonable exit offer should be offered to the shareholders. Also, the listed company needs to appoint an IFA to advise on the exit offer.

As you might be aware or had been following the Vard voluntary delisting saga being played out recently, the controlling shareholder can vote during a delisting EGM and therefore 75% of the shares had been secured in this case. What's left really is for minorities to come out in force to vote against it. We need more than 10% of the shares to do that. Also, since the IFA had said that the GO being carried out currently, the offer price is fair and reasonable, I don't see a change of view being offered by the IFA if the delisting exit offer is being carried out at the same price.

As I have said previously in one of my earlier posts on this topic, minorities will have to play ball to keep LTC Corp listed. And I repeat again, we not only have to reject the GO to prevent the offeror from getting 90% acceptance level at the close of the GO, we have to vote against the delisting resolution at the EGM when it is being presented to shareholders keep it listed. For those holding shares under nominees accounts, it is essential that you do the necessary to appoint proxies to vote on your behalf at the delisting EGM. Every vote counts.

Actually...
what's the end game that the minorities can hope for? Best case scenario?
IMO, it's bleak.
Delisting is bad cos the MI would then not even be protected by listing rules, and will remain stuck as minorities in a private company, with no voice at the board level, and no representation, and to begin with, they'd be a diverse group of strangers so they're as good as nothing.
Yet, this remains currently, the most likely scenario.

Even if they can succeed in blocking the voluntary delisting, what's next?
The company would have next to zero liquidity, and the Chengs are not allowed to table another delisting offer for a year.
After a year, it's anyone's guess what happens. In fact, the most probable scenario is that nothing happens.

I've long accepted the GO and tendered my 127,100 shares for these reasons.

It's not a fair world. The rules are not in the favor of MI. 
But as investors, we aren't here to correct the wrongs. Don't try to fight a battle you can't win.
And if you wanna fight, it takes a lot more than making "protest" decisions when you reach a cross road.
If I had seen evidence of MI convalescing and cooperating at the start of the GO, then there POSSIBLY may be a better outcome.
Right now, it's just totally bleak.
I'm speaking with the experience of some previous delistings.
It's just not worth the fight.

[dydx]

It's not a fair world. The rules are not in the favor of MI. 
But as investors, we aren't here to correct the wrongs. Don't try to fight a battle you can't win.
And if you wanna fight, it takes a lot more than making "protest" decisions when you reach a cross road.
If I had seen evidence of MI convalescing and cooperating at the start of the GO, then there POSSIBLY may be a better outcome.
Right now, it's just totally bleak.
I'm speaking with the experience of some previous delistings.
It's just not worth the fight.

I can agree that this is not a fair world, but I just cannot agree to sell my prized LTC shares at $0.925/share to the Chengs, as I am convinced that each LTC share is worth much more than its latest (31Mar18) corresponding NAV/share of $1.6616. It is quite easy to understand that LTC's industrial property sitting on a large freehold land plot located next to the MacPherson MRT interchange station (on Circle and Downtown lines) is ripe for redevelopment and should be worth much more that its stated BV of $118.0m. If a redevelopment on the land plot is carried out at a higher plot ratio or for alternative uses - including as an large integrated project similar to what has happened around the one-stop away Paya Lebar interchange station (on Circle and East West lines) - the realisable value of the land plot could well be a few times of $118.0m. I am inclined to believe that URA should be supportive of such a redevelopment project, or may even nudge LTC to redevelop the land plot, as it is good for SG. It will be a waste of the precious land plot and a big pity if the existing 4 old industrial buildings remain untouched in the next 5 or 10 years. I am also inclined to believe that the huge potential gain from the redevelopment of the land plot is the main motivation and reason behind the Chengs launching a GO with a view to privatise LTC for their own benefit.

Based on the fact that the Chengs only managed to raise their stake in LTC by another 0.2% from 25Apr to 11May (16 days) to now 86.24%, I remain optimistic that there are enough minority shareholders out there who understand the above commercial logic and would hold on to their prized LTC shares to see it through that the huge hidden value in the land plot is realised in a potential redevelopment project.