This St article appears to clarify on the rules of delisting for SC Global.
As of yesterday, Simon and related parties has 60.74%, Wheelock 15.87% and directors 2.57% - all total 79.18%, so Simon is 10.82% away from the delisting treshold.
ST: SC Global chief inches towards delisting
13% more shares needed to reach privatisation threshold
Published on Dec 08, 2012
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Mr Cheong acquired another 0.42 per cent of the total issued share capital of SC Global through his investment holding firm, MYK Holdings, yesterday. -- PHOTO: COURTESY OF SIMON CHEONG
By Magdalen Ng
CHAIRMAN and chief executive of high-end property developer SC Global, Mr Simon Cheong, has inched closer to taking the firm private.
Yesterday, he acquired another 0.42 per cent of the total issued share capital of SC Global through his investment holding firm, MYK Holdings, bringing his total shareholding to 58.58 per cent.
This means Mr Cheong needs to get his hands on approximately 13 per cent more of the company's shares to reach the 90per cent threshold for the privatisation to go through.
The 90 per cent threshold is significant because, according to the Singapore Exchange (SGX) listing rules, the free float of a company's shares cannot fall below 10 per cent.
The 16 per cent stake held by Wheelock Properties, and 2 per cent stake held by SC Global's executive director David Tsang also count towards the 90 per cent.
Free float shares exclude shares held by directors, the chief executive, substantial shareholders with more than a 5 per cent stake, controlling shareholders of the issuer or its subsidiaries.
Wheelock's and Mr Tsang's shares are not considered part of the free float.
Shares held by associates of the persons mentioned earlier are also excluded.
Mr Cheong launched a bid to take SC Global private on Wednesday, offering $1.80 per share, which values the property developer at about $745 million.
He said that the delisting will allow SC Global greater flexibility to manage and plan the business.
Mr Cheong added that going private would relieve SC Global of public listing costs and requirements, including reporting quarterly results.
The high-end residential market has been lacklustre lately, with many of SC Global's developments left with a large number of units unsold.
Its 66-unit The Marq on Paterson Hill still has about 33 unsold units as at the end of September. Another development, Hilltops, has 196 apartments out of 241 yet to be sold.
The sluggish pace of sales is expected to continue, according to a Credit Suisse report.
This follows the latest round of property cooling measures announced by the Monetary Authority of Singapore in October.
SC Global shares closed 0.5 cent lower at $1.80 yesterday.
songyuan@sph.com.sg
This is probably the article that triggers today's sudden interests in SC Global...
http://www.todayonline.com/Business/EDC1...-SC-Global
Offer price 'undervalues SC Global'
Banker close to some overseas institutional shareholders is advising his clients not to take up the offer
by Conrad Raj 04:45 AM Dec 13, 2012
SINGAPORE - Some SC Global Developments shareholders might not accept Chief Executive Simon Cheong's offer to take the property company private at S$1.80 a share, even though that is a near 50-per-cent premium to the closing price before the bid.
A banker close to several overseas institutional shareholders thinks that the bid undervalues the company and is advising his clients not to take up the offer.
"The offer is at too steep a discount to its RNAV (revalued net asset value) which is around S$3.50 a share," the banker said.
He pointed out that most other property companies, like Robert Kuok's Allgreen Properties, were done at a 20- to 30-per-cent discount to their RNAV when taken private.
He also noted that the company also faces pressure to meet sales deadlines for completed projects like the Marq and Hilltops or face penalties.
"We estimate it could cost SC Global as much as S$70 million next year and perhaps another S$100 million the following year if the sales deadlines are not met. So, Mr Cheong could easily raise his bid by 20 cents a share to induce shareholders to part with their holdings."
The banker said that this could be done through a two-tier offer where the higher price could kick in if, say, a 90-per-cent acceptance level were reached.
"It could be similar to what Toll Holdings did when it took Sembawang Kimtrans private in 2007 with an initial offer of 70 cents a share which was raised to 80 cents when it reached over 90 per cent acceptance," he said.
Analysts' estimates of SC Global's RNAV vary widely. AmFraser values it at S$1.98 a share, while Maybank Kim Eng thinks it is around S$4 a share, meaning that the discount could be as low as 18 cents, or 9 per cent, a share.
Six broking houses that follow SC Global have advised shareholders to accept the offer as there is little chance of a counterbid and its earnings have been very lumpy of late.
Mr Cheong, who is overseas, could not be reached for comment. However, he is less than 11 per cent from taking the company private as his holding crossed 60.14 per cent on Tuesday.
To this must be added Wheelock's 16 per cent as well as directors' holdings of about 3 per cent.
Under SGX rules, directors, the chief executive, substantial shareholders, or controlling shareholders of the issuer are not included in the public tranche.