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[weijian]

hi opmi,
thanks for correcting my mistake (again). Something new that i learnt that I need to check properly exactly who is the offerer - whether is it an existing shareholder or a new vehicle (even though it is a concerted party). There is a difference between offerer and offerer+concerted parties.

- On 4/7 when free float was lost and the offer was declared unconditional (because total share tendered to Offerer and those concerted parties exceed 90%), Offerer actually just had 75.82% of shares tendered (meaning concerted parties still did not tender all the shares to Offerer).
On 4/13, concerted parties tended more shares to Offerer and Offerer had 94.4% of shares and hence was able to trigger C.A. (since it owned 0% before offer).

Do correct me if my interpretation is wrong.

4/7 announcement: http://infopub.sgx.com/FileOpen/JK%20Glo...eID=446814
4/13 announcement: http://infopub.sgx.com/FileOpen/JK%20Glo...eID=448497

[opmi]

weijian, all of us are still learning.

One thing that puzzled me: Why do some companies uses new vehicle and some companies dont?

E.g. Keppel Land - dont use, GPH & OSIM use new vehicles.

[weijian]

We know that it is easier to trigger C.A. with a new vehicle and also maybe to get around the 6months restriction (if a previous offer was unsuccessful). Some Mgt buyouts (eg. Select group) have new vehicles that comprises of their new capital provider partners.

We know on hindsight that Viz Brandz and OSIM, 2 once-delisted-but-recently-want-to-list again companies, Mgt used new vehicles to do the takeover deed. Keppel Land, itself already a subsidiary of Keppel Corp, if the parent were to use a new vehicle to take over, might incur major accounting and tax changes if it were to do so?

Maybe any VB, who are insiders of investment banking (M&A) have more insights to share?