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BRC Asia
09-09-2017, 09:21 AM, (This post was last modified: 09-09-2017, 09:21 AM by weijian.)
Post: #51
RE: BRC Asia
Trigger mandatory offer. PR was sent out on Friday night and as usual, its trading earlier in the day made it the "most active counter" - seems like so news leak.

MANDATORY CONDITIONAL CASH OFFER

The Offeror has on 8 September 2017 acquired an aggregate 81,552,151 Shares from Lingco Marine Pte. Ltd., Lingco Holdings Pte. Ltd., Mr. Seah Kiin Peng, Sin Teck Guan (Pte) Ltd. and Mr. Lim Siak Meng at S$0.925 per Share ("Acquisition"), representing 43.77% of the total number of issued Shares.

http://infopub.sgx.com/FileOpen/Offer%20...eID=470139

http://www.straitstimes.com/business/brc...ts-a-share

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09-09-2017, 12:33 PM,
Post: #52
RE: BRC Asia
I think this takeover could end up being an interesting case study for investors and something that the company and SGX can take a closer look at. 

Coincidentally, I was looking at the unusual spike in BRC’s trading volume right at the close of market yesterday and observed that this was largely due to a big block of 81.6m shares being traded off the market at 4:52pm. This block was eventually revealed to be the shares sold by Lingco, Seah Kiin Peng, Sin Teck Guan and Lim Siak Meng, which subsequently triggered the said GO.

Now, my concern is not so much on possible leakage. The trading data does not seem to indicate this as only about 1m shares were traded in the region of 83cts (takeover is at 92.5ct) for almost the entire day before the large block of off-market shares were recorded with a further 2m+ shares traded in the 13 minutes before the market closed. Instead, it is the timing of the transaction and the fact that the company continued to allow trading after the block trade was recorded that I am concerned with.
Since the sale directly involved 4 out of the 7 directors on BRC’s board, namely Sia Ling Sing (Lingco), Seah Kiin Peng, Lim Siak Meng and Lau Eng Tiong (Sin Teck Guan), it is safe to say the board was fully aware of what was going on. So why were the shares not halted either before the transaction was disclosed or at the very least, immediately after the transaction was disclosed?

Given that the block made up more than 40% of all outstanding shares, the transaction should immediately have triggered a GO. Were the sellers of the 2m+ shares between 4:52pm and market close aware that a GO had been triggered? If not, shouldn’t they feel aggrieved that they at least should have been notified by the company or directors of the GO before they had their transactions executed?

IMO, there is probably a case to be made for all the trades involving the 2m+ shares to be voided as the sellers were likely not aware that a GO had been triggered at 92.5 cts as evidenced by the trades being conducted at between 83 cts and 86 cts. 

Anyway, I am not suggesting that there is breach of rules of any sorts here but clearly there are some intriguing questions that need to be answered here.

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10-09-2017, 02:40 PM, (This post was last modified: 11-09-2017, 08:22 AM by lanoitar. Edit Reason: Stressed "at 4:52pm" + added text to orig quote for clarification. )
Post: #53
RE: BRC Asia
Debronic Wrote:Given that the block made up more than 40% of all outstanding shares, the transaction should immediately have triggered a GO... IMO, there is probably a case to be made for all the trades involving the 2m+ shares to be voided as the sellers were likely not aware that a GO had been triggered...

Good observations! But at 4:52pm:

1. How do we know that there's a change of beneficiary owner in this transaction? It could be a left-hand to right-hand transfer.

2. There were multiple sellers in this transaction. Can we assume (at 4:52pm) that there's only 1 buyer? If there are multiple buyers, isn't there a chance that they'll each own < 30% trigger for MGO?

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10-09-2017, 08:47 PM,
Post: #54
RE: BRC Asia
Hi lanoitar, if you click on weijian's links, you will be able to read the GO announcement. Within, it is clearly stated that the offeror acquired 81.6 m shares from the various parties. Since only one such block was transacted on 8 Sep, it is rather conclusive that it is the same one that triggered the MGO. Furthermore, I am pretty sure that a transaction that does not involve a change in beneficial ownership, such as transferring directly-owned shares into a trust account, will not be reflected as an off market trade.

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