LTC Corp (prev. Lion Teck Chiang)

[ghchua]

Hi dydx,

As I have said above, it is an uphill task for minorities to block this deal. As for the valuation of 10, 12, 14 & 16 Arumugam Rd, the IFA just took the valuation report given by Knight Frank on a "as is" basis, without any mention of any redevelopment potential.

I guess it is too late for minorities to do anything now.

[opmi]

Hi dydx,

As I have said above, it is an uphill task for minorities to block this deal. As for the valuation of 10, 12, 14 & 16 Arumugam Rd, the IFA just took the valuation report given by Knight Frank on a "as is" basis, without any mention of any redevelopment potential.

I guess it is too late for minorities to do anything now.

cannot redevelop coz the plot ratio also never change...

change to data centre better than industrial..

it is always too late when the Offer is out...

[pianist]

Did I see wrongly or the most recent ended fy and agm did not proposes any usual final dividend?
I already sent in my proxy form to the company appointing the dear chairman of the egm to vote against. I suppose this count?
Anyway it makes no diff to me whether it delisted or listed, I voting against nevertheless

[MOV]

SGX is taking action!! If all OPMI can get our act together and delay this delisting or EGM, next year no problem! 

http://infopub.sgx.com/Apps?A=COW_CorpAn...e007a6eb30

Singapore Exchange Regulation (SGX RegCo) is consulting the market on rule changes to two aspects of voluntary delistings, namely the voluntary delisting resolution and the exit offer. SGX RegCo is proposing that only minority shareholders, and directors and controlling shareholders who are not the party making the offer (the offeror) or who are not acting in concert with it, can vote on the voluntary delisting resolution at the shareholder meeting. This means the offeror and the parties acting in concert with it cannot participate in the vote. Accordingly, the approval threshold for the voluntary delisting to proceed is proposed to be amended to a majority from 75%. Also proposed is the removal of the block provision where the delisting will not proceed if it is voted against by holders of more than 10% of the total number of issued shares present and voting. SGX RegCo intends to require that the exit offer made in conjunction with a voluntary delisting be reasonable1 and fair2 in order for the voluntary delisting to proceed. The appointed independent financial adviser (IFA) must opine that the offer meets both criteria. The Listing Rules currently require an exit offer to be reasonable but does not require it to be fair. SGX RegCo is also proposing to codify the existing practice that the exit offer must include a cash alternative as the default alternative. “Different parties will have different interests when it comes to listings and delistings and we need to constantly balance the various interests. The changes we are proposing today aim to align, as much as possible, the interests of the offeror and the shareholders particularly the minorities. We are therefore proposing that the delisting offer must be both reasonable and fair, and that the majority of the independent shareholders find it attractive enough to vote in favour of the delisting,” said Tan Boon Gin, CEO of SGX RegCo. The public consultation is here and will close on 7 December 2018. Subject to the feedback received, SGX RegCo expects to implement the new rules in 2019.

[TTTI]

SGX is taking action!! If all OPMI can get our act together and delay this delisting or EGM, next year no problem! 

http://infopub.sgx.com/Apps?A=COW_CorpAn...e007a6eb30

Singapore Exchange Regulation (SGX RegCo) is consulting the market on rule changes to two aspects of voluntary delistings, namely the voluntary delisting resolution and the exit offer. SGX RegCo is proposing that only minority shareholders, and directors and controlling shareholders who are not the party making the offer (the offeror) or who are not acting in concert with it, can vote on the voluntary delisting resolution at the shareholder meeting. This means the offeror and the parties acting in concert with it cannot participate in the vote. Accordingly, the approval threshold for the voluntary delisting to proceed is proposed to be amended to a majority from 75%. Also proposed is the removal of the block provision where the delisting will not proceed if it is voted against by holders of more than 10% of the total number of issued shares present and voting. SGX RegCo intends to require that the exit offer made in conjunction with a voluntary delisting be reasonable1 and fair2 in order for the voluntary delisting to proceed. The appointed independent financial adviser (IFA) must opine that the offer meets both criteria. The Listing Rules currently require an exit offer to be reasonable but does not require it to be fair. SGX RegCo is also proposing to codify the existing practice that the exit offer must include a cash alternative as the default alternative. “Different parties will have different interests when it comes to listings and delistings and we need to constantly balance the various interests. The changes we are proposing today aim to align, as much as possible, the interests of the offeror and the shareholders particularly the minorities. We are therefore proposing that the delisting offer must be both reasonable and fair, and that the majority of the independent shareholders find it attractive enough to vote in favour of the delisting,” said Tan Boon Gin, CEO of SGX RegCo. The public consultation is here and will close on 7 December 2018. Subject to the feedback received, SGX RegCo expects to implement the new rules in 2019.

I gotta applaud Tan Boon Gin if this gets implemented.
For the longest time, I've thought of SGX RegCo as cosmetic. It seems that they are systematically, and surely too slowly, moving to plug all these loopholes.
This is a massive loophole that many majority shareholders have wielded as a stick to suppress minorities into surrendering.

While I salute you guys who are still holding out, strictly from an investment point of view, I couldn't be even more glad at having tendered my shares.
The markets have certainly moved up since then, so getting stuck in a long drawn out battle with the management has so much lost opportunity costs.
Whether this new rule gets implemented by SGX or not, it's always an uphill battle against the majority shareholders.
I think there was a time in SG, where the management of a public listed company, has a certain aura around it.
They are public figures, and damage to their reputation is seen as something that's worse than death itself.
Those days are long gone, and anyone will carve out their pound of flesh from you, if it suits their case.

So... as much as I respect the morality of "fighting", my past experiences, and my left brain prohibits me from making decisions that do not make financial sense. 
Good luck though.

[ghchua]

I gotta applaud Tan Boon Gin if this gets implemented.
For the longest time, I've thought of SGX RegCo as cosmetic. It seems that they are systematically, and surely too slowly, moving to plug all these loopholes.
This is a massive loophole that many majority shareholders have wielded as a stick to suppress minorities into surrendering.

While I salute you guys who are still holding out, strictly from an investment point of view, I couldn't be even more glad at having tendered my shares.
The markets have certainly moved up since then, so getting stuck in a long drawn out battle with the management has so much lost opportunity costs.
Whether this new rule gets implemented by SGX or not, it's always an uphill battle against the majority shareholders.
I think there was a time in SG, where the management of a public listed company, has a certain aura around it.
They are public figures, and damage to their reputation is seen as something that's worse than death itself.
Those days are long gone, and anyone will carve out their pound of flesh from you, if it suits their case.

So... as much as I respect the morality of "fighting", my past experiences, and my left brain prohibits me from making decisions that do not make financial sense. 
Good luck though.

Hi TTTI,

I got to disagree with you here. Without the minorities at Vard delisting saga holding on and making such big noises, I don't think we can see these changes coming in. Although it might be too late for LTC Corp, at least we are seeing some positive responses from the regulator. Which is a good thing for our local market development in the long run.

From an investment point of view, I don't think LTC Corp shareholders have lost out. If they have accepted the offer earlier in the game, they might have re-invested the monies during the early part of this year, which on hindsight might not be a good time to invest. Anyway, those who held onto the shares would have done their homework and done their asset allocation accordingly, with LTC Corp being a less volatile part of their portfolio. Yes, markets might have moved up from October lows, but there will always be opportunities to invest every now and then.

[weijian]

Sometimes what is rational at individual level does not produce the aggregate optimal results at group level, and vice versa. I am reminded of 2 cases below:

Paying taxes
- Taxes work in a way in which a gov collects the monies and then spend it again to benefit everyone (eg. if they spend it on infrastructure, military or paying salaries of civil services like police/doctors/nurses)
- A rational clever person may seek to avoid paying taxes but then will continue to get the benefits like everyone else. This works fine if the majority continues to pay taxes and the minority rational clever crowd doesn't. But if everyone avoid paying taxes, then the military/healthcare services cease to exist and everyone's life get worst.

Traffic jams (my favorite)
- If all drivers queue up orderly (one after another) to make a turn, then everyone will just experience the same delay "X time".
- Now, there is this rational clever (actually is someone in a rush) driver that doesn't wish to queue and decides to cut in right in front to exit. This person will have no delay time, while the rest of the drivers who queue will be slightly worst off. This works fine if the majority continues to endure the minority rational clever queue cutters.
- But if everyone decides to become "rational clever", then there will be a huge bump of cars at the exit and it even affects those who ain't going to exit. Everyone will have a bad experience honking/trying to overtake each other, and everyone will experience a much longer delay time.

The Vard folks have done all of us OPMIs a great favor. As the saying goes "前人种树 后人乘凉“

[opmi]

Watch the public responses for the SGX Delisting proposals.

A lot of service providers eg inv bankers, corp finance, lawyers, accountants etc. will respond for their own vested interests or their clients. Like they did in the Corp Gov Review.

Minority shareholders have no one to speak for them...

[weijian]

Watch the public responses for the SGX Delisting proposals.

A lot of service providers eg inv bankers, corp finance, lawyers, accountants etc. will respond for their own vested interests or their clients. Like they did in the Corp Gov Review.

Minority shareholders have no one to speak for them...

Well, there are still a few kindred souls (lawyers) that are willing to risk losing business by publishing their names besides their stated support for this. Of course, we have Prof Mak and also the SIAS president.

Voluntary delisting offer: SGX Regco proposing shift of voting power to minorities

Understandably, the proposed changes have many backers.

Governance advocate Mak Yuen Teen of the National University of Singapore Business School said: "A delisting is like a big IPT (interested-person transaction), where the offeror is the interested party and so, should not vote. Also, ensuring that we don't have hidden concert parties voting is important."

Robson Lee of Gibson Dunn & Crutcher LLP, said: "This will provide the proverbial balance between minority oppression and the tyranny of the minorities."

David Gerald, president and chief executive of the Securities Investors Association of Singapore (SIAS), said: "For far too long, minority shareholders who were given low-ball offers could not vote down as the majority was in the hands of the offeror. The proposal is encouraging ... Companies would have to come up with their best offer at the onset."

Stefanie Yuen Thio, joint managing partner of TSMP Law Corporation said: "It sets a higher bar for controlling shareholders wanting to delist, but it's not an unreasonable requirement."


https://www.businesstimes.com.sg/compani...minorities

[TTTI]

I gotta applaud Tan Boon Gin if this gets implemented.
For the longest time, I've thought of SGX RegCo as cosmetic. It seems that they are systematically, and surely too slowly, moving to plug all these loopholes.
This is a massive loophole that many majority shareholders have wielded as a stick to suppress minorities into surrendering.

While I salute you guys who are still holding out, strictly from an investment point of view, I couldn't be even more glad at having tendered my shares.
The markets have certainly moved up since then, so getting stuck in a long drawn out battle with the management has so much lost opportunity costs.
Whether this new rule gets implemented by SGX or not, it's always an uphill battle against the majority shareholders.
I think there was a time in SG, where the management of a public listed company, has a certain aura around it.
They are public figures, and damage to their reputation is seen as something that's worse than death itself.
Those days are long gone, and anyone will carve out their pound of flesh from you, if it suits their case.

So... as much as I respect the morality of "fighting", my past experiences, and my left brain prohibits me from making decisions that do not make financial sense. 
Good luck though.

Hi TTTI,

I got to disagree with you here. Without the minorities at Vard delisting saga holding on and making such big noises, I don't think we can see these changes coming in. Although it might be too late for LTC Corp, at least we are seeing some positive responses from the regulator. Which is a good thing for our local market development in the long run.

From an investment point of view, I don't think LTC Corp shareholders have lost out. If they have accepted the offer earlier in the game, they might have re-invested the monies during the early part of this year, which on hindsight might not be a good time to invest. Anyway, those who held onto the shares would have done their homework and done their asset allocation accordingly, with LTC Corp being a less volatile part of their portfolio. Yes, markets might have moved up from October lows, but there will always be opportunities to invest every now and then.

Sure, obviously there can be many permutations.
But my comment above was specifically making references to myself.
With hindsight of course, it was great that I tendered as I could grow the capital further since then.
From past experiences, it just didn't make sense to hold out in such situations, but sure, if one held on whilst the world burns, then in comparison, relatively speaking, it would've been a smart choice.