SC Global Developments

[greengiraffe]

Where got bidding war?

Wheelock will never bid against Simon Cheong. With Simon Cheong having more than 50%, any other bid is suicidal.

Agree, there is no bidding war just that minorities are looking at how Wheelock reacts to future Simon's move.

Simon now needs to first reduce the free float below 10% and then delist. Thereafter, they can engage in private negotiations with Wheelock to buy them out in order to make it a pure unlisted Singaporean owned company.

Simon's offer at $1.80. The long touted Wheelock costs is $2.35 (excluding financing costs). The mid point between these 2 prices $2.075.

If we use these 2 known markers, then looking at how the confident buyer has been accumulating since Friday, there appears to be a rat that smells somewhere round the corner.

Nevertheless, the IFA circular will detail the true worth of SC Global and act as a pre-cursor for Simon's next move if any.

[specuvestor]

Where got bidding war?

Wheelock will never bid against Simon Cheong. With Simon Cheong having more than 50%, any other bid is suicidal.

Agree, there is no bidding war just that minorities are looking at how Wheelock reacts to future Simon's move.

Simon now needs to first reduce the free float below 10% and then delist. Thereafter, they can engage in private negotiations with Wheelock to buy them out in order to make it a pure unlisted Singaporean owned company.

Simon's offer at $1.80. The long touted Wheelock costs is $2.35 (excluding financing costs). The mid point between these 2 prices $2.075.

If we use these 2 known markers, then looking at how the confident buyer has been accumulating since Friday, there appears to be a rat that smells somewhere round the corner.

Nevertheless, the IFA circular will detail the true worth of SC Global and act as a pre-cursor for Simon's next move if any.

That was what I was alluding to, but it's not below 10%. It is below 25% which if Wheelock doesn't oppose delisting then it would likely pass. Engaging with Wheelock is after delisting. If Wheelock throws in the towel, SCGD can be effectively singaporise with Simon holding >90% stake. Question is whether Simon wants to do it at open GO and pay 40% shareholders, or in private with Wheelock.

^^ I didn't realise this but I've been thinking Voluntary 75% delisting is the immediate goal and angle here for Simon Cheong

WHEELOCK PROPERTIES ACQUIRES ADDITIONAL SHARES IN SC GLOBAL DEVELOPMENTS LTD

http://info.sgx.com/webcoranncatth.nsf/V...3004B9FF4/$file/WPSL_PR_131212.pdf?openelement

This is an interesting development that throws a spanner in the works. They could have "settle amicably" after SCGD delist. SCGD will lose value from extension levy if this drags on and do no benefit to Wheelock.

[yeokiwi]

1) If Wheelock voted against the delisting offer, that is the end of the offer since Wheelock is holding more than 10% of SCGD.
2) Of course another possible scenario may occur, Wheelock does not vote against the offer but at the same time, they do not want to sell their stake to SC Global.
3) If simon manages to hit 74%, then SC Global will be suspended. But suspension may not equal to delisting since simon cannot use company act to acquire the share compulsorily if he does not hold 90% of the SCGD.
4) Simon gives up and launches a right issue..haha.

[freedom]

Wheelock has a deeper pocket than Simon Cheong. Launching a right issue will most likely not benefit himself.

[cfa]

Suspension of share should be alright to Wheelock but not delisting. Who want to be a minority shareholder in an unlisted company ?

[ngcheeki]

Suspension of share should be alright to Wheelock but not delisting. Who want to be a minority shareholder in an unlisted company ?

Even if SC Global is suspended, Simon Cheong still can't singaporize the company without Wheelock consent. Hence the development charges of their unsold developed properties (The Marq, Hilltops etc ) still cannot be waived.

[pianist]

i tot simon cheong look alike the later ceo of starhill global? are they twins?

[specuvestor]

Suspension of share should be alright to Wheelock but not delisting. Who want to be a minority shareholder in an unlisted company ?

That would be what Simon is hoping... people bailing out on delisting

But Wheelock knows Simon needs to buy them out to avoid the levy.

---

2) Of course another possible scenario may occur, Wheelock does not vote against the offer but at the same time, they do not want to sell their stake to SC Global.

Then SCGD will either lose value or Simon will have to abandon his "exclusivity" model and clear inventory fast.

[greengiraffe]

ST Article:

Wheelock in a bind over SC Global

Published on Dec 20, 2012


By Goh Eng Yeow Senior Correspondent, News analysis
IT IS just as well that Wheelock Properties has made its unhappiness public over Mr Simon Cheong's plan to take SC Global private.

The Hong Kong-linked company is the second-largest shareholder in the upmarket condo developer with a 16.02 per cent stake, after Mr Cheong who owns 60.45 per cent of the company.

About a fortnight ago, Mr Cheong, SC Global's chairman, launched an offer for all the shares in the company that he does not already own, which valued the company at $745 million.

Singapore Exchange's (SGX) listing rules require stakes belonging to the chief executive, directors, and substantial or controlling shareholders to be excluded from a company's free float of shares. The free float is the proportion of a company's shares available for ordinary investors to trade.

This means SC Global's free float is only about 21 per cent, if the stakes belonging to Wheelock, Mr Cheong and another executive director, Mr David Tsang, are added together.

Wheelock finds itself inadvertently helping Mr Cheong in his quest to take SC Global off the market altogether, since another SGX rule allows a company to be delisted if its free float falls below 10 per cent.

Now that Wheelock finds itself caught between a rock and a hard place, what are its options?

Market talk suggests that it may apply to the SGX to get a waiver so that its stake counts as part of SC Global's free float, since it has always been a passive shareholder with no say on the running of the company.

This, of course, would boost SC Global's free float to 37 per cent, markedly higher than the current level.

But the SGX may be wary of establishing such a precedent, given the other factors it has to take into consideration. One fear is the likelihood of the stock becoming cornered, if too many of its shares are held by only a few major shareholders.

Not that this is an idle concern.

In October 1998, the SGX delisted then recently listed Mid-Continental about three months after suspending the counter upon discovering that 96.5 per cent of its initial-public-offer shares had fallen into the hands of just five investors who then rigged its share price.

As the IPO underwriter, OCBC Bank was forced to buy back all Mid-Continental shares from minority shareholders.

Two years later, another company, Links Island, was suspended from trading over similar concerns, after its share price shot up fourfold within months of its listing. Its founder Winstedt Chong was subsequently convicted of stock manipulation and fined.

Some will argue that Mid-Continental and Links Island were fairly small newly listed companies, which limited the number of shares in circulation. Even then, the stock manipulation succeeded only because of the connivance of the major shareholders.

But Wheelock will still face an uphill battle to convince the SGX that once SC Global's free float falls below 10 per cent, or 41.5 million shares, there will still be sufficient stock in circulation to keep it listed.

One other option which Wheelock has is to hold out the prospect of a bidding war for SC Global by continuing to accumulate shares at prices above Mr Cheong's $1.80 offer.

This is a ploy it used last week when it bought one million shares at $1.81 apiece.

It even put out a statement to proclaim that Mr Cheong's offer undervalued the company.

"In our assessment, the current share price represents a discount of some 40 per cent to 50 per cent of RNAV (revalued net asset value) and we would be unable to buy property assets directly at anything like these prices," said its senior director Tan Bee Kim.

So far, Mr Cheong has not responded to Wheelock's strike. He has not raised his offer, even though SC Global has risen way above his $1.80 offer price.

But if his objective is to raise investors' awareness of SC Global, he has succeeded beyond his wildest imagination. He has also forced Wheelock to say publicly that the stock is undervalued.

Before he launched his takeover, SC Global was languishing with an average daily volume of 255,000 shares this year, unloved and neglected by the analysts who covered the property sector. But in the past two weeks, daily average turnover has shot up to 4.66 million shares, with some analysts sharply raising their valuation for the stock.

On paper, at least, Mr Cheong finds himself richer by almost $200 million as SC Global surges by 64 per cent in value. What a nice Christmas present it must have turned out for him, as the media and analysts shower their attention on SC Global.

engyeow@sph.com.sg

[freedom]

this reporter has no brain?

Does Wheelock care whether SC Global is a private company or a public listed company? What's the difference for Wheelock? Wheelock does not need a market to trade its shares of SC Global.

Wheelock has nothing to lose when SC Global is delisted.