Pteris Global

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#61
Pteris director withdraws from EGM

He cites inability to muster enough proxy votes to pass the resolutions


PUBLISHED ON APR 23, 2014 1:09 AM
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Mr Winston Tan Tien Hin (right) had proposed that (from left) Mr Wu Tzu Chien, Ms Elaine Beh and Mr Tan Han Beng be made Pteris Global directors. The fourth person proposed, Mr Lim Neo Chian, is not in the photo. -- ST PHOTO: MARK CHEONG

BY IVAN TEO
A MOVE to oust five directors from Singapore-listed Pteris Global has come to an abrupt end as the director who called for their removal has decided to stand down.

In a statement released yesterday, Mr Winston Tan Tien Hin said he would withdraw from the extraordinary general meeting (EGM) this Friday and would resign as a director immediately.

Last month, Mr Tan called for the EGM to remove five directors, including chairman Lim Joo Boon and new chief executive Peter Zheng Zuhua, also an executive director. The others were independent directors Gan Siok Loon, Fong Heng Boo and Robert Chew.

In their place, Mr Tan had proposed the appointment of four directors at the EGM: Mr Lim Neo Chian, chairman of Ascendas Hospitality Fund Management; Mr Wu Tzu Chien, a consultant at Singapore Technologies Engineering; accountant Tan Han Beng and lawyer Elaine Beh.

In withdrawing from the EGM, he cited his inability to muster enough votes through proxies to pass the resolutions.

Mr Tan is the second largest shareholder of Pteris with 10.54 per cent of the company. He had hoped to gather enough proxy votes from the approximately 62.5 per cent stake in Pteris held by more than 3,500 shareholders.

However, he conceded that it would be hard to pass the resolutions given that major shareholders had indicated they opposed the removal of the directors.

Majority shareholder China International Marine Containers (CIMC), with a stake of 15 per cent, along with directors Mr Low Kok Hua and Dr Soon Kong Ann, with a combined stake of about 12 per cent, had all indicated they would not support the move.

Mr Tan admitted that despite the support from many shareholders, he did not have more than 27 per cent of shareholdings needed to pass the EGM resolutions.

Reasons he cited for calling this EGM include to stem further financial losses and offer shareholders a fresh perspective to turn the struggling airport logistics services company around.

Pteris posted a pre-tax loss of $29.7 million last year, unchanged from 2012, while revenue fell 23 per cent to $50.4 million.

Mr Tan also raised concerns about the terms of a proposed reverse takeover (RTO) of Pteris by Tianda Group, a unit of CIMC, saying it will leave CIMC with a 75 per cent stake with no profit guarantee on the assets acquired.

Mr Tan also said he will continue to reach out to other shareholders before voting on the RTO at a subsequent EGM.

In a statement released yesterday, the Pteris board noted the withdrawal and said Mr Tan's actions have incurred unnecessary costs. The EGM on Friday will proceed but Mr Tan's withdrawal of the requisitions to remove the directors will be noted.

The date of the RTO EGM has yet to be announced. The RTO is expected to be done by Aug 31.

ivantyh@sph.com.sg
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#62
(22-04-2014, 04:28 PM)CityFarmer Wrote:
(22-04-2014, 04:06 PM)gutman Wrote: I believe it was a problem with execution.

There was no lack of contracts as seen in the sales revenue of 80+ mil to 132 mil from 2009 to 2011 which. In 2011, with a record revenue of 132 mil, it turns in a pathetic profit of 0.3% and ROE of 0.5%, compared to in 2007, revenue was 124 mil, profit margin 12% and ROE of 20%.

The hammer came hard in 2012 and 2013 when cost of materials, subcontract and others came up to 94% and 99% of revenue respectively. The losses in both years were 29 mil each, measuring loss margin of 45% and 59% respectively.

NAV came falling down from 21 cts in 2007 to 6 cts currently.

Agreed. I am also more inclined to believe that it was a problem of execution.

Base on the Chairman's comment on project delays and cost overruns (from recent The Edge article), the company had lost control on the issues, "fighting fires" all the time, and blaming "A lot of the writeoffs that hit our books in recent years are a result of a lot of work that we contracted back in 2006 and 2007" (meaning not his fault, because he onboard in 2011)

What a comment from the Chairman of a company...

(not vested)

That was a good try by the Chairman. To put the blame on others way way back. And since 2006 and 2007 was the period that the founder was still managing things but has since passed away, it was convenient to push the blame to the dead as he would not be able to rise from his death to defend himself.

I learned from their staff that the duration of their projects were at most 2 years, and in some rare cases, maybe 3 years. So to blame on projects that were contracted 6 to 7 years ago, I just don't know what to say.

In fact, we can simply go to their website and dig out their contract announcement in 2006-2007 which are still available http://pterisglobal.listedcompany.com/ne.../year/2006. Most of these projects were to be completed by 2009.

Oh, unless they could not complete those projects in time and were penalized with liquidated damages. But isn't that a problem with execution by the current management?
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#63
Is he saying the writeoffs are from ARs booked from 06-07 since rightly so that their projects don't last so long??
Before you speak, listen. Before you write, think. Before you spend, earn. Before you invest, investigate. Before you criticize, wait. Before you pray, forgive. Before you quit, try. Before you retire, save. Before you die, give. –William A. Ward

Think Asset-Business-Structure (ABS)
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#64
with his withdrawal,yet the price shot up today..amazing..dun understand
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#65
(23-04-2014, 03:58 PM)specuvestor Wrote: Is he saying the writeoffs are from ARs booked from 06-07 since rightly so that their projects don't last so long??


It sounds like so. The chairman blamed the writeoffs on projects contracted in 2006-2007.

I just did a quick check by going back to search for their announcement in those 2 years and found most projects announced were to be completed by 2009. It is now 2014.......

Sometimes, these corporate men are more concerned about their reputation than the business.....
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#66
Just being a devil's advocate: if it is AR and the owners were doing a pump and dump then it is possible alibi by the chairman. The question is why did the AR go bad if the customers are mainly airports? Another Datacraft vs Telcos?
Before you speak, listen. Before you write, think. Before you spend, earn. Before you invest, investigate. Before you criticize, wait. Before you pray, forgive. Before you quit, try. Before you retire, save. Before you die, give. –William A. Ward

Think Asset-Business-Structure (ABS)
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#67
(24-04-2014, 12:14 PM)specuvestor Wrote: Just being a devil's advocate: if it is AR and the owners were doing a pump and dump then it is possible alibi by the chairman. The question is why did the AR go bad if the customers are mainly airports? Another Datacraft vs Telcos?

Possible, but that are other directors who have held on to the shares since the founding days until today. Moreover one key reason the founder sold his shares was because of his health.

Besides the airports, their customers also included their competitors, who are much larger in size. Some of the projects, they were subcontractor to these competitors. And as they grow bigger, they also became a threat to the competitors.

In fact, I learned that since 2008, many of their staff, both technical and managerial, progressively joined their competitors. That might also explain their poor performance after 2008.
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#68
I took a brief look into the deal, especially on Mr Winston Tan's concerns

First of all, I looked into RTO premium to existing shareholders.

Issue price of the RTO: $0.13 per share
Valuation of existing shareholding: $71 mil, (share base of approx 548 mil shares)
Guaranteed Minimum NAV: $50 mil.

It seems the RTO premium is ($71 mil - $50 mil) $21 mil, excluding the fair value gains from a owned leasehold building. The building is worth $59 mil, with booked value of $18 mil, a pre-tax gain of approx $41 mil.

IMO, the company's asset is undervalued in the deal, and RTO premium is in negative, if the numbers above are right.

Anyway, is there other choices for the company shareholders? With $17 mil in cash, and the leasehold property worth $59 mil, will a choice of voluntary liquidation more appealing to shareholder than the RTO? I don't intent to answer that, since I am not a shareholder

May be a more "correct" question for me is, is it a worthy asset play? Hm...

(not vested)
“夏则资皮,冬则资纱,旱则资船,水则资车” - 范蠡
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#69
I have seen the glory days of Inter-Roller. To me it is just another contract based business - this one is in providing belts for airports. It was a sexy story that was topped up with rising dividend stream pre GFCs.

Since then, its all gone wrong for whatever reasons. I simply classified it as a ex darling stock - in the category of Raffles Edu.

I will keep monitoring the developments but won't be spending too much time with its resurrection.

Odd Lot
Vested
GG

(25-04-2014, 11:29 AM)CityFarmer Wrote: I took a brief look into the deal, especially on Mr Winston Tan's concerns

First of all, I looked into RTO premium to existing shareholders.

Issue price of the RTO: $0.13 per share
Valuation of existing shareholding: $71 mil, (share base of approx 548 mil shares)
Guaranteed Minimum NAV: $50 mil.

It seems the RTO premium is ($71 mil - $50 mil) $21 mil, excluding the fair value gains from a owned leasehold building. The building is worth $59 mil, with booked value of $18 mil, a pre-tax gain of approx $41 mil.

IMO, the company's asset is undervalued in the deal, and RTO premium is in negative, if the numbers above are right.

Anyway, is there other choices for the company shareholders? With $17 mil in cash, and the leasehold property worth $59 mil, will a choice of voluntary liquidation more appealing to shareholder than the RTO? I don't intent to answer that, since I am not a shareholder

May be a more "correct" question for me is, is it a worthy asset play? Hm...

(not vested)
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#70
http://www.businesstimes.com.sg/premium/...c-20140723

PUBLISHED JULY 23, 2014
Pteris part of larger plans, says CIMC
BYCAI YONG
caiyong@sph.com.sg

CHINA International Marine Containers (CIMC) is seeking to expand its airport logistics systems (ALS) business and Singapore-listed Pteris Global will be an important part of the plan, said CIMC board secretary Yu Yuqun.
This afternoon, Pteris shareholders will vote on a reverse takeover (RTO) deal that, if passed, will see CIMC gaining a controlling interest in Pteris. CIMC currently has a stake of 15 per cent.
The RTO involves Pteris purchasing Tianda Group, the world's largest supplier of passenger boarding bridges, for S$137.6 million.
Following the RTO deal, the remaining shareholders will see their stake in Pteris fall to less than 30 per cent.
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