China Merchants Holdings Pacific

[opmi]

If you do nothing, will you still hold on to the scripts or once they have majority, the remaining shareholders who did nothing automatically get paid?

If Offeror get <90%, they will return the shares to those accept the Offer since it did not meet 90% acceptance condition. 

Since the Offeror holds 75% of the shares, the threshold to get compulsory acq is 97.5%. So if Offeror dont get >97.5% acceptance, 
you can keep your share certificate

[gzbkel]

Hey opmi, thanks for the info!
Assuming that the letter takes 21 days to arrive, it will take a total of 1 month to get paid. That's faster than I thought.

I assume once I accept the letter, I am stuck at getting 1.02, even if the offer is revised upwards?
If that's the case, I think it's better to wait rather than to accept immediately.

(First time experiencing GO)

the Offer letter will come with the Offer Document. will receive quite fast. within 14 days of annc.

if you accept the offer (vs selling), you will 'enjoy' the higher offer by the same Offeror (if any).

WAIT... forgot that this is a CONDITIONAL offer. Conditional Offer upon 90% acceptance. Sorry.

No payment until they hit 90% or they themselves declared it UNCONDITIONAL. Pai seh.

Understood, thanks for clearing that up!
So for conditional offer, I can accept the current price of 1.02, and yet still be eligible for any better offer (if any) that comes up?

[angtc11]

The 90% acceptance is based on the whole base of shares rather than the shares the offerer does not already own? The threshold should not depend on the number of shares the offerer has

[weijian]

The 90% acceptance is based on the whole base of shares rather than the shares the offerer does not already own? The threshold should not depend on the number of shares the offerer has

hi angtc11,
From what I see, for an offer to turn from conditional to unconditional, it is based on 90% of total shares (in CM Pacific's case, the total share base include convertible+bonus shares as well).

For an offer to turn to compulsory acquisition, it has to be 90% of shares not owned before offer was made. 

Point 2.2 of offer document for CM Pacific: http://infopub.sgx.com/FileOpen/Offer%20...eID=403419

The Offer will be conditional upon the Offeror having received, by the close of the Offer, valid acceptances in respect of such number of Offer Shares, when taken together with the Shares owned, controlled or agreed to be acquired by the Offeror before or during the Offer, will result in the Offeror holding not less than 90% of the Shares (excluding any Shares held in treasury) as at the close of the Offer ("Acceptance Condition").

Accordingly, the Offer will not become or be capable of being declared unconditional as to acceptances until the close of the Offer, unless at any time prior to the close of the Offer, the Offeror has received valid acceptances in respect of such Offer Shares which, when taken together with the Shares owned, controlled or agreed to be acquired by the Offeror before or during the Offer, will result in the Offeror holding such number of Shares carrying more than 90% of the voting rights attributable to the maximum potential issued share capital of the Company. For this purpose, the "maximum potential issued share capital of the Company" means the total number of Shares which would be in issue had all outstanding Convertible Bonds (other than those acquired or agreed to be acquired by the Offeror and persons acting in concert with it) and Options been validly converted or exercised (as the case may be) as at the date of such declaration.

[touzi]

Hey opmi, thanks for the info!
Assuming that the letter takes 21 days to arrive, it will take a total of 1 month to get paid. That's faster than I thought.

I assume once I accept the letter, I am stuck at getting 1.02, even if the offer is revised upwards?
If that's the case, I think it's better to wait rather than to accept immediately.

(First time experiencing GO)

the Offer letter will come with the Offer Document. will receive quite fast. within 14 days of annc.

if you accept the offer (vs selling), you will 'enjoy' the higher offer by the same Offeror (if any).

WAIT... forgot that this is a CONDITIONAL offer. Conditional Offer upon 90% acceptance. Sorry.

No payment until they hit 90% or they themselves declared it UNCONDITIONAL. Pai seh.

Understood, thanks for clearing that up!
So for conditional offer, I can accept the current price of 1.02, and yet still be eligible for any better offer (if any) that comes up?

Yes, but before they raise the offer price I think they will extend the deadline for acceptance. The process may be longer than you thought. Should take that into consideration if when you receive the cash makes a difference to your decision.

[opmi]

Hey opmi, thanks for the info!
Assuming that the letter takes 21 days to arrive, it will take a total of 1 month to get paid. That's faster than I thought.

I assume once I accept the letter, I am stuck at getting 1.02, even if the offer is revised upwards?
If that's the case, I think it's better to wait rather than to accept immediately.

(First time experiencing GO)

the Offer letter will come with the Offer Document. will receive quite fast. within 14 days of annc.

if you accept the offer (vs selling), you will 'enjoy' the higher offer by the same Offeror (if any).

WAIT... forgot that this is a CONDITIONAL offer. Conditional Offer upon 90% acceptance. Sorry.

No payment until they hit 90% or they themselves declared it UNCONDITIONAL. Pai seh.

Understood, thanks for clearing that up!
So for conditional offer, I can accept the current price of 1.02, and yet still be eligible for any better offer (if any) that comes up?

Yes. By accepting the Offer, you are eligible for the better offer (if any). IF the Offer meet the 90% acceptance condition. 

But they can suka suka reduce the 90% condition to lower, (but not higher, i think) or simply make it unconditional. 

regarding Compulsory Acq, I not familiar with the capital structure (equity, CB and/or whatever). So I dont know what is the threshold level.

[BlueKelah]

Confused by the 2.6 million shares bought at 1.03. Aren't these buyers going to lose money with offer price of 1.02?

Buyer get more shares to hit their acceptance target to force the rest to sell so they can delist. Where got lose money???



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[slowandsteady]

Confused by the 2.6 million shares bought at 1.03. Aren't these buyers going to lose money with offer price of 1.02?

Buyer get more shares to hit their acceptance target to force the rest to sell so they can delist. Where got lose money???



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That one officially not allowed.. if offerer buy at higher price, must offer all other parties the higher price also.

Unofficially.. maybe someone buy on behalf.. then sell at a loss to offerer.. maybe somewhere got compensation.. hypothetical scenario only

[gzbkel]

Thanks again to all buddies for answering my questions

If can buy at 1.005, it is possible to earn about 1.2% profit with GO price of 1.02, taking into account brokerage fees.
Let's assume that it takes about 3 months to settle. Annualized profit would be 4.77%.
There is a small risk of GO not going through, but then again, there is also a small chance of higher offer price, so its not a bad bet IMO, especially if you don't have anywhere better to deploy your capital.

For it to become compulsory, they need to get 97.5%. Looking at the ownership, a fund called Value Partners owns nearly 3.9%, so perhaps they have bargaining power to ask for a higher offer.

[Bibi]

Thanks again to all buddies for answering my questions

If can buy at 1.005, it is possible to earn about 1.2% profit with GO price of 1.02, taking into account brokerage fees.
Let's assume that it takes about 3 months to settle. Annualized profit would be 4.77%.
There is a small risk of GO not going through, but then again, there is also a small chance of higher offer price, so its not a bad bet IMO, especially if you don't have anywhere better to deploy your capital.

For it to become compulsory, they need to get 97.5%. Looking at the ownership, a fund called Value Partners owns nearly 3.9%, so perhaps they have bargaining power to ask for a higher offer.

Is CMPac desperate for the GO? Worse case is GO failed and they just leave it as it is. Share price will fall back to 90+ cents. Managgement will cut dividends for next few years. Maybe that's the reason some pp are selling at less than 1.02?